As Strange as it Seems
by Michael-hearteyes-wheeler
Summary: When the County Fair comes to town, Lucas Sinclair jumps at the opportunity to spend four weeks in the sun, with an endless stream of free ride tickets, and deep fried foods. He has somehow managed to convince all of his friends to join him. It looks like his summer will be filled with of dare-devil thrill rides, live music, deep fried food, and maybe even summer romance.
1. Welcome to the Roane County Fair

Lucas felt as if he had reached out and grabbed hold of a live wire. Electricity and adrenaline pumped through his chest, sending wave after wave of shock and excitement coursing throughout his skin. His eyes were shut tight, the force at which he moved kept them from opening, he could hear a scream, and became vaguely aware that it was his own.

And then snap.

The ascension stopped short, gravity turned off, and for that split second of suspended weightlessness Lucas opened his eyes. The fairgrounds spread out from below him like a thousand twinkling stars. He could see people walking and colors flashing, but it all felt a million miles away. He saw trees in the distance, giving way to tall rolling hills, and a sky that was a thousand shades of cotton candy pink and blue.

And then he was plummeting.

While he fell, a hand reached for his. He turned to see the figure that hand belonged to. Her hair whipping wildly around her face, and her features distorted in a look of pure amusement and thrilled terror. He laughed, and so did she, as they fell back to earth at breakneck speeds.

Somewhere in the back of his mind he thought; " _This is great, but i've done better."_

* * *

Lucas Sinclair sat, bored out of his mind, in 3rd period Social Studies. The teacher was droning on and on about finals, the same way she had probably a hundred or more times before. They were two weeks from school being out for the summer, and some teachers just didn't get the memo. They were still handing out book reports and homework like it was just another Tuesday.

"Oh! And before you head off to lunch, I wanted to bring one things to your attention." Mrs. Arbor smiled at them before pulling out a stack of brightly colored flyers. "The historic Roane county fair is back in town this year, as some of you may have heard, and they are offering jobs to any students in the area."

Lucas sat up in his seat at this. He had always loved the fair as a kid, and it being back was exciting, but being able to work there sounded like a dream job. He immediately fantasized about free ride tickets and deep fried elephant ears.

"I encourage all of you to go for the open sign up day at the end of July," She continued, "It would be great for your college applications."

Mrs. Arbor was a real shrew of a woman, and she pressed about College almost every chance she got. Lucas usually didn't mind, and if working at a carnival was going to look good for college, then he _certainly_ didn't mind now.

There was only one problem in his picturesque little plan, however, he didn't have a car. But he knew someone who did.

Lucas slapped the flyer down on the lunch table with such force that not only did his friends look up at him, but so did the group of people sitting at the table next to him. If he noticed, he didn't show it.

"You guys will never believe what is happening." Lucas smirked proudly, dropping his backpack on the cafeteria floor.

"Did you win the lottery?" Dustin mumbled through a bite of his sandwich.

"Better, im getting a job at the fair." His beaming demeanor was met only with raised eyebrows.

"How is that better than winning the lottery?" Mike asked snarkily.

"Because this will be my first real job, and they are taking anyone who signs up. Colleges love when you have had a shitty summer job, it shows that you have character." Lucas's brows furrowed, bewildered that his friends were not catching on to the gold he felt he was laying before them. Practically Indiana Jones himself, gifting them treasures untold.

Will craned his neck to look over at the flyer. "I thought the county fair closed like... five years ago."

"Yeah," Dustin spat a bit of bread onto the table as he spoke. "I heard some kid got decapitated by the roller coaster."

"That's just a stupid rumor." Lucas rolled his eyes. "It _was_ closed, but thats because of budget cuts or something. But they are bringing it back and they are hiring students!"

It was clear that Lucas was looking for some sort of affirmation. The boys glanced between each other, silently deciding who would be the first to humor him.

"Well... that's really cool, Lucas, I bet you will have a lot of fun." Will finally said with a hesitant smile. Will Byers was definitely the nicest out of their rag-tag group, and he probably would have said ' _that sounds nice, Lucas'_ even if Lucas had told him about how he wanted to try to eat his own leg.

"But it would be _more_ fun if we all did it together. Dustin, you have that van, and we can all split gas money. And Will, they need people to paint sets and props and stuff for live performances." Lucas goaded.

"I don't know dude, its past Kurly. That's pretty far, and technically the Van is Steve's." Dustin rubbed the back of his neck. Dustin was usually game for anything, but he had a weird complex about his van. It was old, a ' _Vintage'_ Steve called it. Which was really just a nice way of saying ' _it barely runs and goes through gas so quickly it's single handedly causing global warming.'_

"So ask him! He won't care, and besides, he is like four hours away, he won't even know!"

"I guess it would be fun... If my mom says it's okay. She was kind of hoping id work at Melvalds with her..." Will finally responded sheepishly.

"You would rather work with your mom then be able to get free ride tickets?"

"He's got a point there, Will. I guess Steve won't care. He did say that the van was for adventures." Dustin wiggled his eyebrows at his friends. The kind of adventures Steve had most likely meant, were not the kind that any of them would be having even in their wildest dreams.

"So then it's settled! We are all going to work there and carpool and everything." Lucas stated gleefully with a slap onto the surface of the table.

"Well you guys have fun, but you can count me out." Mike, always the naysayer, leaned his head on his fist, propped up on the table. He poked lazily at his musy grey excuse for a lunch with a plastic fork.

"What reason could you possibly have for not wanting to go?" Lucas gestured towards him dismissively.

"Do you remember the last time we went? I went on that ride that spins you all over the place and threw up a hotdog!" Mike whined. Mike was probably the least adventurous out the group. He was often neurotic and anxious, and it was clear he had intended to spend his summer inside, avoiding the world like it wasnt real. A charming idea, but a boring one.

"Okay so don't go on the rides, it's pretty simple." Lucas rolled his eyes.

"So what? I'll just stand in the sun, bored out of my mind, while you guys have fun? That's not happening." Mike's voice was shrill, his floppy hair bouncing up and down and his eyebrows pushed together.

"There is tons of other stuff to do." Lucas passed Mike the flyer. "An Arcade, games, live plays and performances. A ton of really cool stuff! And a live fireworks show!"

Mike still seemed unimpressed.

"Or you can stay at home with your Mom and Nancy and not see any of us for a month. Does that sound better to you?" Lucas pressed.

Mike tapped his fingers nervously against the table before rolling his eyes and passively sliding the flyer back to Lucas. "Fine, i'll go. But if I hate it, then i'm out."

"Nice!" Dustin and Lucas cheered in unison. Will smiled and nodded and Mike, for the second time, rolled his eyes.

To say Lucas was excited was an understatement. He practically bounced in his seat for the rest of the day, and for the rest of the week that followed. He essentially counted down the minutes after school got out until open enrollment.

It was almost silly, how excited he was, but something about it felt... destined. Like this would be the best summer of his life. Part of him knew it was because after this everyone would be getting ready for Senior year, and that next summer would be filled with getting ready for college. This was their last summer to be dumb kids, and he wanted to make the best of it.

Vibrant and enticing commercials aired on almost every channel, promising non-stop fun and entertainment, each one exciting him more. He read and reread the newspaper articles about the fair, and planned to do and see it all. He was going to be the king of thrill rides, and nothing was going to stop him.

Not even Mike, who whined even as they all jumped into Dustin's van, and drove the 35 minutes it took to get there.

* * *

The fairgrounds looked nothing like the flyers or commercials, at least not yet.

It was essentially a massive dirt lot, attached to a massive dirt parking lot. It was dusty, and the sun made the air sticky, so the dirt stuck to your skin as soon as you left the safety of a vehicle. The merry-go-round was already set up and being tested, so slow jingly circus music crossed the field. The biggest roller coaster was set up too, and an empty car barrelled down its steep slope. Everywhere you looked, massive machinery was being drilled on and latched into place. Tent poles were being pushed and pulled by teams of grisly looking carnies, and canvas was being thrown over the top. The sugary smell of elephant ears and cotton candy were mixed in the smell of motor oil, and burnt rubber. People barked orders at one another, and a crowd of teenagers was gathered near the soon to be Main Stage.

"I think we have to go over there to sign in and get our positions." Lucas said, rereading the job flyer for the hundredth time.

"Let's get this over with." Mike sighed.

"Dude, if you are going to mope the entire time, then you can just stay in the car all day." Lucas rolled his eyes and pushed forward.

Mike may not have been having fun, but Lucas was practically giddy with anticipation. The warm sun, the smell of deep fried treats, the dirt clouds that they kicked up as they walked. Even the droning jingle spewing from some of the rides sent a thrill up his spine. It felt like summer. It felt like adventure.

There had to of been at least 45 other teenagers waiting up by the stage, along with a handful of greasy looking deep country goons, and some dusty carnies. There was a man up on stage looking over a list on a clipboard, and counting the crowd over and over again. There was a bored looking woman with a deep southern accent, and way too tight hot pink pants sitting at a desk chewing bubble gum, and handing out sign up paperwork.

Everyone here looked so cartoonish. The off-kilter traveling carnival techs, the toweringly large boss with bushy eyebrows, and a cigarette hanging out of his mouth. The woman with the long nails and the teased blonde hair. It was all so... expected.

After the boys filled out their applications and handed them back to the woman (who's name tag said 'Star') they mixed in with the crowd and looked for anyone they might know. All of the faces seemed unfamiliar, all kids from schools all over the county just there to make a few bucks during the summer. Part of Lucas was relieved, the last thing he wanted was for some dickhead jock or some gossipy cheerleader here to ruin what he was determined to make a great time.

But unfortunately, and ironically, he had thought too soon.

"Hey, isn't that Hopper's daughter?" Will asked, looking just past Lucas, deeper into the crowd.

He turned to see the mousy, curly haired girl waiting quietly amongst the crowd. Despite being relatively short and extremely quite, she was pretty hard to miss. She dressed unlike anyone else in Hawkins, and today was no exception. A black denim jacket two sizes too big over a soft pink lace dress.

" _El_ Hopper!?" Mike pushed his way past Dustin to see the subject in question. Mike had had a thing for El since... well since the moment he saw her really. It was kind of ridiculous actually. Three years at the same school, hopelessly in love with someone he never said a word too. His pasty skin tinged pink as he watched her across the sea of people.

Lucas was seconds away from teasing his friend for being such a waistoid, when a thought dawned on him that turned his blood cold, and made his heart race. If El was here, that probably meant _she_ was here too. He turned back hesitantly towards the curly-headed girl and sure enough, there she was.

Max Mayfield.

It was like time stood still. She was laughing at something, the laugh that made her nose crinkle, and her eyes close tightly. Her fire-read hair backlit with the sun. Her orange freckles visible even from across the crowd. Lucas didn't know wether this was the best news he had ever gotten, or the worst moment of his life. That he was going to be stuck for a month working possibly in close proximity to the very girl _he_ had been head over heels for, or that it would just be another missed opportunity where he would make an ass of himself in front of her. All bets were off.

"Lucas! Earth to Lucas!" Dustin slapped a hand on Lucas's back, shaking him from his daydream. "Stop drooling, they are about to give out jobs."

Lucas turned his gaze back to the stage, where the boss had been given the stack of papers and cleared his throat.

"Alright, listen up people. Before I start handing out positions, I want to make one thing very very clear. I am not here to be your friend, I am not here to hold your hand. If this is your first job, then you better learn fast. In this business, there are a lot of ways to get injured, but if you keep your nose where it belongs, and don't act like an idiot, then you have a pretty good chance of being fine. Capiche? Now My name is Big John, and you can call me Big John. This is my wife, Star, and we own this here carnival. This business is my livelihood, and I won't have any pea-brained blockheads messing that up."

Everything about Big John was intimidating. He was built like a tank, with a face like a shark. His voice was deep and gravely, and his accent was thicker than the mud of whatever swampy state he was raised in. He was wearing a suite that seemed eerily clean despite the dust and dirt that covered everyone else, and his hair (or what was left of it) was slicked back perfectly, not a single hair out of place. Even his massive belt buckle, which depicted the Texas state flag, gleamed in the sunlight like it had been shinned no less than five minutes prior. He looked more like a movie mob boss than a carnie.

He started dulling out jobs. Reading a name from the stack of papers in his hand, and then writing than name on his clipboard next to a job title. Jobs like, Ferris wheel operator, ticket taker, Scrambler operator, and Merry-go-round attendant got more excitement from their respective workers than jobs like trash collector, stage sweeper, port-a-john attendants, or mechanic's assistant, and for obvious reasons.

Early on El got assigned to be a Ticket Taker, and she nodded politely. Mike sighed and muttered under his breath that ' _that's what he wanted'_. It seemed perfect for her however. She was quiet, sure, but she was also painfully sweet. Mike eventually got assigned to operate the tilt-a-whirl. There were jealous grounds from the rest of the crowd, but Mike groaned just at the thought of baking in the sun while watching a machine spin around for eight hours everyday.

At the mention of his name, El's head snapped in their direction, as did Max's. The girls faces lit up in surprise, and Will offered them a well-intended wave.

Will was assigned to help back stage where the fairs various performers would get ready, and help build sets. He was ecstatic with this position, as well he should be. Dustin was assigned to work at the fairs main snack cart. He was also pleased, thinking about all of the things he would get to deep fry and pour sugar on.

After almost the entire list was read through, there were only two names that hadn't been called.

"Max Mayfield?" Big John squinted to read her rushed handwriting. "Im putting you on the dart board game. People aim at balloons and win stuffed bears and shit, its an easy one."

Lucas looked over to see Max purse her lips but nod anyway. Max was... well a bit of a wild child. She didn't get the nickname 'Madmax' for no reason, and it was obvious she was hoping to do something a bit more exciting. Lucas got so caught up in looking at her that he didn't even hear his own name get called.

"And lastly, Lucas Sinclair. Im putting you at the 'Shooting Gallery. It's a Western Themed gun game, pretty self explanatory." With that Big John put his pen back in his clipboard and gave the stack of papers back to his wife. "Someone will be at your stations in a little while to teach you what to do. Don't wander off, and wont get into trouble."

The crowd dispersed in slow droves. A lot had not been setup yet, so crowds of teenagers drifted in between newly assembled fences and soon to be rides. Lucas spotted a row of covered stands that looked a lot like game booths, and he set out in that direction. At least until he heard his name called from behind.

"Sinclair!" It was Max, bonding towards him with a cheerful smile while El stood only a few steps behind. "I didn't know you guys were going to be here, you should have told me, you ass." She punched his arm, as she often did, and he sputtered like an old radiator.

"I-I uh, I- um, Yeah!" Was all he managed.

"Hi Mike." El said softly, brushing a curl behind her ear. "I love the tilt-a-whirl. Are you gonna let me get free rides?" Somehow she managed to be flirty, mischievous, and innocent all at the same time.

"Yeah totally! I love it too." Mike beamed. The others turned to look at him quizzically.

"Anyway... I guess we are both going to be working in the game area, so at least we won't be totally alone all day." Max rolled her eyes and smiled before waving goodbye and heading towards her booth.

"Wow... they are whipped, huh?" Dustin chuckled.

"Yeah, and bad." Will smirked.

"Like a Boston Cream Pie." Dustin shook his head, hooking an arm around the smaller boy who giggled at Lucas and Mikes blushing faces.

"Shut up! Am not!" Mike crossed his arms like a grumpy toddler.

"Really? Mike, need we discuss the hotdog incident of 2k11?" Dustin jabbed a finger at him. Lucas let out a snicker.

"Don't laugh, mister 'Uh uh, um uh'." Dustin taunted

"Man, shut up." Lucas said dismissively at he turned to walk to his booth.

"You're just mad because you know i'm right!" Dustin hollered after him.

"What do you think, Will?" Dustin asked after Lucas was out of ear shot, "You think he is actually going to talk to her? Or just drool over his booth all day?"

"Drool. Definitely drool."

* * *

The Midway area of the fair was coming together quickly.

Lucas arrived at what would be his work space just as they were hanging the massive sign above its awning. It wasn't anything fancy, just a counter and a stool with a back wall that had cutouts of cacti and an old timey saloon. There were plastic guns mounted on the wooden counter across from the wall, each with a different bright colored handle.

The men that were putting everything in place gave Lucas the basic rundown before leaving him be. It was a two step process. Step one, take the money. Step two, press the massive red button. There weren't even any prizes to give out, but a small machine that would spit out tickets to the winner, and a digital leaderboard kept track.

Lucas sighed. The Shooting gallery may have _sounded_ like a cool place to work, but he was coming to realize it would involve a lot of standing by himself, and a lot of muffled and staticy fake gunshot noises. Still, he looked on at his surroundings with fondness. The matte white bottles that were stacked up only to be knocked down by some lucky kid. The open mouthed and smiling faces of painted clowns, ready to be sprayed with gallons of seltzer water. Quite possibly the most meager arcade Lucas had ever seen off to one end of the Midway, but an Arcade nonetheless. And of course, Max. She was adjusting a shelf filled with dozens of stuffed animals and trinkets for winners of the classic game. Lucas imagined all of the jockey boys who would inevitably come through and try to win one of those over-sized teddy bears for their high school sweetheart. Lucas imagined being one of those boys, and giving the bear to Max. In real life, she probably would have punched him, but in his mind she smiled sweetly and kissed his cheek. His imagination was a lot nicer of a place to be.

Eventually Big John himself came strolling down the Midway, Star on his arm, to personally asses that everything was according to plan. It seemed to be, as he passed by Lucas without even a glance in his direction. Not that he particularly minded, of course, something about Big John gave him the creeps. It wasn't long after that that the Midway was declared ready for opening day, and that all of the bored teens were told they could walk around and do whatever they wanted or, as Big John put it, ' _get the hell out'._

Lucas watched Max run straight to the arcade. He found this curious, not knowing she cared about old video games, and was about to walk after her when a voice from behind called to him.

It was Dustin, dressed in a stripped uniform, complete with apron and folded paper hat. Lucas chuckled at him as he met him near the concessions stand.

"Dude! This place is awesome! They just showed me how to use the deep fryer! And we have a slurpee machine!"

"That's great, are you going to give me free slurpees then?" Lucas teased.

"If you're nice to me." Dustin shrugged.

"Psht, i'm always nice. Let's go find Will and Mike."

They walked over to the tilt-a-whirl that was being tested, but Mike was nowhere in sight. Its pale pink and green carts spun in circles on a track that also spun in a circle. It looked fun, if not a bit dangerous, but definitely not like Mike's kind of ride. They took a long loop around, checking out rides and checking out the faces of people from other high schools. A lot of them looked... well normal. Like preppy kids who probably aren't huge nerds and didn't have D&D characters. Lucas and Dustin always made weird little games out of people watching. Like trying to guess a person's favorite musician or movie. It was stupid, but it made them laugh as they walked to the Main Stage once again.

Behind the deep purple curtains was a trailer, and inside that trailer they found rows of vanities lit for a movie star. Columns of bulbs lined the glass, casting a warm golden hue to the entire room. In a room past that trailer, was a massive workshop. It had none of the hollywood glamour, and all of the smells of paint and saw dust. Massive set pieces laid against the back wall, and props sat across the floor. There were curtained off dressing rooms and a huge tangle of ropes and pull chords in the corner. This backstage area also had Will and Mike, laughing on the far side. Will had been given an apron that was already covered in years of paint splatter, and was about two sizes to big for him. He didn't seem to mind one bit. He had a shine to his eyes that was filled with wonder and excitement.

"William!" Dustin called, sending several disgruntled looks there way from others working in the space.

"Hey guys, what's going on?" Will called back, waving cheerfully at them.

"We got let off the hook. Do you guys want to stick around or blow this popsicle stand?" Dustin leaned against a giant prop that looked a little like an octopus, but more closely resembled a glob with tentacles.

"Well, I would, but Mike here has a date." Will crossed his arms and looked over at Mike with a smirk.

"Shut up! It's not a date." He blushed.

"Why Michael Wheeler! Are you courting a lovely lady this evening?" Dustin put his hands on his hips, doing a passable impression of Mike's mom, Karen.

"No im not, El just asked me if I wanted to ride a few rides with her."

"Wow, she's quick to make a move. Good on her though, if she waited for you she would die of old age." Lucas smirked and the others laughed, aside from Mike of course, who instead stood up and turned to walk out of the building.

"You guys are jerks."

"Well, Will, do you want to check out the oddities exhibit with me? I heard they have a rare land amphibian that I just have to see." Dustin pulled a crumpled pamphlet from his uniform pocket

"Sure," Will Shrugged. "Lucas, do you want to come?"

"And see a bunch of dead mutated animals? Not this time. I'll meet you guys at the car though."

"Dont worry, im sure Dustin will tell you all about it." Will rolled his eyes and awkwardly hooked an arm over Dustin's shoulders, who was about a foot taller than him at this point.

Lucas walked back through the fair grounds, this time alone. It was getting later now, and more rides had turned on their extra lights as they were being tested for safety. It was almost eerie, dozens and dozens of attractions with no patrons, all spinning and moving together in disjointed unison. He supposed he should enjoy the peace while it lasts though, tomorrow was opening day, and it was expected to be the largest opening in the fairs history. He walked past El and Mike as they boarded the smaller of the two ferris wheels. El looked giddy, maybe a little nervous, and Mike looked positively sick. Lucas gave them an off-handed salute as they rose into the air.

There was one thing he wanted to see. The attraction that had been advertised as 'the newest must see thrill ride for those seeking adventure'. He was definitely seeking adventure. They called in the Slingshot. It was little more than a set of padded chairs strapped to two massive poles that jutted into the sky by bungee cables. It was impressive, the tallest thing in the fair, taller than the roller coaster and the ferris wheel. It looked... dangerous, but Lucas was determined to ride it before the summer was over.

He also found Max, staring up at it with wonder and something that looked a little like fear.

"Are you going to ride it?" He asked.

"Of course I am." She grimaced, never taking her eyes from the skyline, "I just have to work myself up first."

"What do you mean?" He turned to look up at it now too, his head falling back against his neck as he watched the tiny carnival branded flags flapping wildly in the breeze atop its poles.

"I have a system." Max turned to him, "I start out on the smaller rides, then move to the medium ones, then the roller coaster and ferris wheel, and that um, whats it called, the Screeching Hawk? And then, this one." She gestured out with her hands the way a game show host might show off a winning prize car.

"That sounds like a plan." Lucas nodded, and turned back to face her.

"Are you going to go on it, or are you chicken?" Her mouth turned up at the corners, clearly egging him on.

"Im want to, but none of the guys will go with me." Lucas frowned crookedly and put his hands in his pockets.

Max pursed her lips together for a moment before turning to him. "Well, how about I go on it with you."

"What you don't want to take El?" His eyes practically bulged out of his skull.

"Are you kidding me? The only reason she is going on the ferris wheel right now is because she wants to impress Wheeler." Max scoffed and flipped her hair passively.

Lucas laughed hard at that. "The only reason he is going on it is to impress _her_."

"Jesus christ, they were made for each other, huh?" Max began walking closer to the rides safety railing, Lucas followed.

"Whatever makes Mike shut up for a minute, i'm fine with it."

"El is sooo bad about it. She practically exploded when she saw Mike was here." Max chuckled. "Don't tell her I said that though."

Max's laugh was a warm and welcoming sound that Lucas honestly couldn't get enough of. It took his brain a full 5 seconds before he even processed what she asked. "I won't." He finally replied with an honest smile.

Call it wishful thinking, but she may have blushed. "So what do you say? Want to fly into space on this death trap with me?"

"I would be honored."

* * *

Lucas met up with the others guys when the sun beginning to set. The entire fair looked stagnant with no patrons, but a sea of glittering lights. Teenagers and haggard looking laborers hoped into their cars, all excited and ready for opening day. Dustin and Will had been waiting when Lucas walked up. They waited together for Mike who walked shoulder to shoulder out of the gates with El. They were both smiling and blushing and being generally disgusting. Lucas was looking forward to making fun of him the entire way home.

Just then, an orange Range Rover pulled up next to the pair, playing The Carpenters loudly. It was Max no doubt, her hair almost the same color as the car. El hopped into the passenger seat and waved goodbye to Mike. He joined up a moment later, a smile across his face that Lucas badly wanted to capture forever for blackmail.

"What's got you all starry eyed?" Dustin chided.

"Me? Nothing. Just uh... enjoyed the ferris wheel." Mike squinted at them, already in defense. Which, granted, _was_ warranted.

"Did you guys makeout?" Dustin stage whispered, way to loudly for anyone in a ten foot radius to miss.

"What? No! Gross! Shut up!" Mike huffed as he moved to get in the van, but everyone saw his face turn pink.

"Wow who knew Wheeler would be the casanova of the day." Dustin sighed, smacking Lucas on the back.

"What is that supposed to mean?" Now it was Lucas's turn to get defensive.

"It _means_ did you even talk to Max? Or did you just stare at her like you do in class?"

Lucas thought about it for a moment, the realization that he _had_ talked to Max suddenly kicking him in the gut. He was in deep.

"For your information we did talk. And I don't stare at her in class!"

"Whatever you say, loverboy, now let's go home. I'm starving." Dustin shrugged.

Lucas was vaguely aware that Dustin was right. And he was vaguely aware of Will making fun of Dustin for ' _having just ate'_. But he slid into his seat and closed the door, and smiled to himself like an idiot the entire way home. His plans with Max to ride the Slingshot were the furthest possible thing from a date, but it still made him excited. To have plans with her at all felt like some sort of strange fever dream.

He felt positive, just as he had when he proposed this idea a month before hand, that this summer was going to be the best yet.


	2. Opening Day

Opening day was probably, with no exaggeration, hell on earth.

Or at least, that's what Lucas would have said to anyone that asked.

The morning had gone fine. Dustin pulled up at the end of the Maple Street Cul-de-sac, where Mike and Lucas both groggily hopped in. They picked up Will, stopped for coffee at the gas station, and headed out. The sunrise was beautiful, the fair grounds were quiet, and everything was bathed in orange.

Then, the gates opened, and thousands of people filled through the ticket line and into the park.

It was by far the biggest opening day the fair had ever seen. So big that News trucks parked in front of the gates, and broadcasters interviewed people coming and going, along with Big John himself. There was no doubt that the attraction would be making front page headlines, as well as a lengthy special on the 6 o'clock news. You could practically see the dollar signs spinning in Big John's eyes.

Lines of people wrapped around their respective rides, all holding cotton candy and over priced soda. Little kids with balloons tied around their wrists would bounce from game to game, and in and out of the arcade. The incessant jingle from the nearby merry-go-round made Lucas feel like he wanted to rip his own ears off, but that was still nothing compared to the sounds spewing from his own booth.

The fake gunshot noises were bad enough, but the deeply accented voice of a man saying ' _Saddle Up, partner'_ was what really threw him over the edge. It got so bad that he started absentmindedly mouthing along, earning him some strange looks from the games contestants, as well as Max who had apparently been watching.

That was probably the only saving grace.

Max was just as busy as he was. The midway was the _least_ busy part of the park, but the turnaround of players was basically nonstop during the busiest parts of the day. Even still, she would pull faces at him, or make finger guns in time with the sound effects to try to make him laugh. It worked, by the way, he laughed every time.

He watched her hand out stuffed animal after stuffed animal, as well as several large blow-up trophies, and a select few of those massive teddy bears to cocky looking boys. Each one she gave out made her turn to Lucas and give a melodramatic performance that could only say ' _Wow, babe, you shouldn't have'_ in the most sarcastic way possible. Complete with batting eyelashes and a hand placed over her heart.

During his far to short lunch break, he had come back with curly fries for her. She had been so happy that she punched him. A Max Mayfield seal of approval. When she had come back from her own lunch break, she got them both a snow cone. Hers turned her mouth bright red, and he made a point to tease her about it (and to remember that cherry was her preferred flavor).

In truth, Max made the chaotic opening day fun. All of the crowds and screaming children made the day go by quickly, but if it hadn't been for her standing across from him, he probably would have lost it. His heart went out to Dustin, who was probably being forced to deep fry things at lightning speeds, and to Mike who was probably spending the entire day trying not to throw up. At least Will's job was inside, safe from the dust and sun.

As the day began to slow down, after most of the families with small children went home, the midway started to feel more like a ghost town. Only a few people would walk through, most of them on their way to the gift shop or the arcade. Lucas didn't mind much, it gave him a chance to sooth his cluster headache, but it also gave him a chance to zone out while he (despite his best efforts) stared at Max, and think to himself.

His feet ached and he honestly felt a staggering amount of self pity. He felt grumpy and a little more then let down. Because of course.

Of course Lucas would be the person most excited about the fair, with the least exciting job there. And of course he would be directly across from the other game booths, with no real view of the fair in sight. And of course his booth would face the one that Max worked at. And of course his job would be so mind-numbingly boring, so monotonous and simple, that he would have absolutely nothing better to do then look at her all day.

Not in a creepy way, at least he hoped. Watching her in a way that would almost seem voyeuristic, daydreaming about her when she was only 20 or so feet away. It wasn't his intention, it had never been his intention, it was just that everything she did made him feel weak in the knees, and threw any of his senses out the window. So, maybe a little creepy after all, but he swore up and down (in his head) that it was unintended.

It was like he was under her spell. All day he snuck peaks out of the corner of his eye. Watching her laugh and cheer on people regardless of whether or not they won or lost. Watching her give small teddy bears to children who couldn't land a hit. Watching her stack up the milk bottles over and over again, and fan herself with her clipboard when the midday sun started beating down on them.

It had all started in 5th period History.

He had seen her around school before, mostly in passing when she moved to town at the beginning of freshmen year. She was pretty, sure, beautiful even, but he never thought much about it. Two years went that way, just another face in the high school crowd. Befriending the other new girl, El. She was cool, with an attitude that got her into trouble, and she skateboarded to school everyday and that made her interesting, but nothing major.

Then when junior year started, they finally shared a class, and things started going downhill.

She would sit in the back of class, staring out the window absently, drumming her pencil against her desk, her hair turning into fire whenever evening rolled in early. She was quiet mostly, but when she did speak, her words were weighted and venomous. Lucas remembers the day she made his heart start to beat a little faster.

He had been called on my the teacher, and asked to weigh in on the class debate about Christopher Columbus, and whether or not Europeans _discovered_ America.

Lucas answered simply "Of course he did, it was uncharted and unknown to the rest of the world, and the Europeans were the first to document anything about it" The teacher nodded, and turned his attention to the back of the room.

"Maxine, would you like to add on to what Lucas said?"

Max turned from the window, a deep scowl already burned into her face.

"I think its stupid."

"What?" Lucas scoffed.

"I think its stupid. You can't discover something that already has hundreds of thousands of people living on it, and has its own developed cultures. And saying it was uncharted or unmapped is an ignorant misconception. Just because Europeans didn't have maps in their language, doesn't mean it was a place completely undocumented." And she turned back to her gaze outside as if she didn't just light Lucas on fire in front of an entire room of people.

The teacher probably said something about how Max brought up a good topic, but if so, Lucas didn't hear it. No one had ever really challenged him academically before, other than his own friends, and it wasn't often that someone could change his mind about something.

On the way out of class, Lucas found himself lingering a little longer than normal. Call it brain fog, or sluggishness, honestly he just wanted to see if Max would talk to him again. And she did. On her way out, she paused while passing his deck.

"It was fun debating with you, but next time you should really think of an argument instead of staring at me." She smirked at him, and her voice held no malice. She joked with him as if they were already friends, and boy did he want to be.

And then it became just another part of his everyday. Max. Who sat at the back of the room staring off into space. Who drew on her sneakers and rolled her eyes at the idiots in class. Max, who chewed on her lip one moment, and walked with the confidence of a rockstar the next.

Max, who debated with the passion of a public speaker. Who quoted activists and world leaders from memory without prompt. Who got perfect scores on test and papers without ever seeming to open her textbook. Max, who captivated a hopelessly enamored Lucas Sinclair for an entire year of 5th periods.

Other than that first day, the most she had ever said to him was when she asked to borrow a pencil, or when they were forced to participate in group discussions, and she more or less called him out on his misunderstanding of whatever topic they were studying. If it had been anyone else, he probably would have been furious, but Max was just so matter of fact about it, that it was hard to take personally. Basically telling him he was a dumbass, but somehow still making hearts spin around his head while he looked at her. Maybe it did make him a little mad, maybe even a lot mad, but it was also exciting.

Then came the faithful day, when the teacher assigned partners for an essay. He wanted her to be his partner equally as much as he prayed she wouldn't be. The universe must really like making him sweat, because sure enough, they were partnered for four weeks.

In most classes, Lucas would be the one to carry the assignment, but this was not one of those cases. Max had a passion for history, and not in the same way his dad did, but in a way that opened his eyes. Her perspectives were always so vastly different than his first inclination. Most of the collaboration consisted of Max sitting next to him, writing down pages and pages of notes and quotes from the text, while Lucas drummed his fingers on the desk and tried not to say anything stupid.

Max was smart. Like really smart. She pulled so much meaning from sentences and chapters that Lucas never caught. She would get so excited about finding little secret connections that she would beam down at the words below her and talk quickly as she flushed out backgrounds. She was crass, even rude at time, but she cared deeply about whatever interested her. Lucas hoped he might become one of those things she cared about, even if he would never in a million years admit it.

Because the fact of the matter was, they were living in completely different worlds. Lucas had lived in the same house, on the same street, had the same friends, and did the same things everyday since he was old enough to walk. He was pretty self assured, but he was also content with the normal. His friends weren't exactly the adventurous type, he managed his own fun, but it was never anything worth telling stories about.

Max, on the other hand, was a conundrum wrapped in a mystery. She would tell off total strangers with the grace of a public defender, but she was also really kind. She was tough and head strong, but also wore her heart on her sleeves. She had lived in different and cool sounding places, and did cool sounding things, but she also never bragged about them. Her and El were friends with pretty normal people, but we're definitely anything but normal themselves.

To say Lucas was mind boggled (and head over heels, no, face down in the dirt, infatuated with her) would be the understatement of the century, maybe even of the millennium. It was sickening, and no one knew better than he did.

So he stared at her. Like a freak, trying not to be a freak, but definitely being a big huge freak. The promise that they had made to one another to ride the Slingshot seemed like something that happened in a fever dream because he couldn't even imagine talking to her now. He wasn't exactly what anyone would call a ladies man.

The closest thing he had had to a girlfriend was the one time he went to summer camp, and kissed a girl by the lake. Looking back on it, he was pretty sure it had been a bad kiss, but he really didn't have anything to compare it too.

His dad always told him that he would ' _find his groove',_ whatever the hell that meant, but the truth was that he wasn't looking. No one in Hawkins was as cool as Max, and no one even came close to making his heart stutter the way she did. He didn't even know if they were _friends_ , because Max treated pretty much everyone she liked with the same nonchalant kindness.

He sighed to himself, wiping his face, and trying to clear his head a little bit. It was getting late, and the midway would be closing relatively soon. It always closed up before the rides to that Big John could come around and collect the money from each booth.

He did so about 15 minutes later, walking through with Star and clearing out each station, giving Lucas an odd look that made his skin crawl, before telling him and the others that they could head out for the day. He thought about finding Will or maybe going and checking on Mike when a flurry of orange walked into his periphery.

"Hey, Stalker, you wanna come ride the Scrambler with me?" Max asked with a self-satisfied smirk.

"Yeah totally!" Lucas jumped at the opportunity before her words hit him. "Wait... Stalker?"

"Well space cadet is too long and 'Stare-er' isn't a word, so Stalker will just have to do." She sighed as if she was doing him a favor. His heart rate sped up, so she _had_ noticed. But, of course she had, he wasn't exactly being sneaky about it.

"What!? I dont- Im not-" He sputtered, pretending he had no idea what she was talking about.

"Yeah yeah yeah." She cut him off. "And you don't turn red when you get busted either, now come on lets go, I want to fit in as much as I can today. All part of the master plan."

He blinked at her, mouth open to protest, but she smiled and turned to walk away before he could finish. So he had been caught. At least she had invited him to go on rides with her. Maybe she wasn't _totally_ creeped out. Right?

The lines for each ride had diminished substantially. Some people weren't even getting off, just riding over and over again because no one needed their seat. They walked to the Scrambler first.

It was one of those rides that spin you around in little carts so fast that you slid to one end when it went around, and then slid to the other end as it pulled you back in. It was one of Lucas's favorites.

His palms sweated on the lap bar as they were locked into place. Max was sitting so close to him, and as soon as the ride started, she was sent crashing into his side. She cackled, throwing her head back and cheering, and Lucas couldn't help but laugh too. Then it switch directions, and now he was crashing into her.

"Ow Jesus!" She chuckled. "Are you made of only elbows!?"

"Sorr- oof!" He began, and then the directions changed again, she flew into him with a thud that made them both gasp and laugh even harder.

Once the ride began slowing down, her hair was everywhere, stuck in her mouth and wrapped around her pink face. She giggled as she pulled it into a tight ponytail at the top of her head. Something about it made her look even more beautiful than she did before, and he wanted to punch himself for thinking it.

The went to the Tilt-A-Whirl next. Mike looked like he was about to pass out standing up, leaning on his fist over his control panel. He perked up and waved when he saw them, and then raised an eyebrow and sneered. Lucas gave him the finger, hoping Max wouldn't see.

This ride was a bit more tame. It still spun you around way to fast to be healthy, but on this ride the carts spun freely from one another. The centrifugal force pinning you to your seat as it moved up and over small bumps on the circular track.

They both clung to the lap bar as it got started, slow at first but getting progressively faster.

"Do you know the trick to make it more fun?" Lucas asked over the sound of the machinery and Max's laugh.

"Trick? What trick?" She scrunched her eyebrows at him.

"Follow my lead." He leaned as far as he could to one side, and she leaned too, so far that she was practically laying on his side. The car spun more quickly in their direction, and she gasped, understanding. She leaned back the other way and he followed, knuckles white around the bar. The car spun even faster now as they repeated the motion. Both screaming and cheering and flying around in circles.

"Holy shit!" She called out, pushing against him again to move the other way. He looked down the measurable distance between them and for the second time that evening he wanted to punch himself. Because all he could do was stare at the smile on her lips. She must have noticed, because she looked back at him and grinned smugly. "Take a picture, Stalker." Her words still heald no malice, and he couldn't help but laugh for no other reason than embarrassment.

When they got off, they walked shoulder to shoulder to several other rides, their hands grazing against one another. He pretended he didn't notice, and he prayed that she didn't notice either. He couldn't help but feel dumbstruck. Here he was, doing exactly what he had dreamed about doing all summer, with the girl he had dreamed about all year. It was crazy and stupid and wild, and he wanted to literally write her a thank you note the way his mother always made him write to his grandma at Christmas.

' _Thanks for the best night of my life, Madmax, I can die happy now. Also you're cute and you make me want to explode. Sincerely yours, Stalker.'_

If there was ever a time he was glad that people couldn't read minds, it was now.

It didn't help that she was just so much fun to be around. Everything she did oozed cool, and here she was, spending her time with _him_. She even seemed to be having a good time. Maybe it was just the Adrenalin of being spun around so many times, but she couldn't stop laughing. It also didn't help that she kept touching him. Whether it be being smushed together in small ride seats, or her leaning on him while waiting in line, or their fingers brushing against one another as they walked.

It was all so perfect and stupidly romantic.

The fair was all but closed now. They got off their last ride for the evening and decided it was time to meet up with their friends. They walked slowly, still dangerously close to one another, and the lights reflected off of her pale skin in a way that made his gut twist into several impossible to untangle knots.

They passed by the oddities exhibit hoping to find Dustin, but it was closed. Next to it was a shop Lucas had not seen before. A small caravan decked out in lights and symbols he didn't recognize. A massive sign sat perched on top, blinking in neon 'Fortune Teller'. He scoffed.

"What, you don't wanna know what your palm says about your future?" Max teased.

"Naw, I don't believe any of that crap." Lucas chuckled, shoving his hands in his pockets.

She hummed in reply as they walked past it. "Well I do," She finally added. "Maybe not _all_ of it. Like palm reading makes me iffy, but i'm a sucker for astrology."

He nodded, trying to be understanding, but he was also not the type to shy away from his opinion. "I guess I just don't see how my birthday could tell me what kind of person i'm going to be."

"You don't think your place in the universe has _any_ significance to you as a person? It's a lot more than just your birthday. It's everything," She gestured up at the sky as she spoke. "The moon, the sun, the planets. Each and every star, aligned in a specific way, significant to you. I just feel like it can't _not_ matter."

Lucas pondered for a moment. In all honesty he had never given it a second thought. Wasn't it just the month you were born in? Wasn't it just some trashy way to sell magazines?

"I guess I never thought of it that way." He admitted.

"Well... When's your birthday?" Max turned to look up at him, as if trying to read him.

"September 13th."

"So that would make you... A virgo! Oh my god that makes so much sense!" She giggled. "Passionate, analytical, stubborn, hardworking. Thats so you."

"I mean I guess... but it's so vague, couldn't that be said about a lot of people?"

"Well sure, but it's so much more than that." She rolled her eyes and shook her head. "One day we will sit down and figure out your entire natal chart and you will be convinced just like me. You are totally going to drink the astrology coolaid."

They had both unconsciously stopped walking, and were now standing in an empty part of the park. She was looking up at him and smiling almost mischievously. It was the same look she always had whenever she knew she had bested him during a debate in class. And, to her credit, she kind of had. Max was honestly so different from anyone else he had ever met, and if Astrology was important to her, then it wouldn't kill him to give it a shot.

"Sounds good." His voice was low, earnest.

If he didn't know better, he would have said that she blushed.

* * *

They found their friends a few minutes later. The guys, and El, all standing near the front entrance. Dustin was on one of his famous rants about who even knows what (symbiology of tea turtles and fish from the fragments Lucas picked up) and Will was humoring him politely. El was sitting up on the thin wooden entrance fence, her legs swinging while she laughed at something Mike had said. It was strange, worlds colliding in an odd sort of way that made Lucas feel... contented.

The group walked together towards their cars, talking about the day and the crowds and how crazy it had all been. They all agreed they were exhausted, but they all also agreed that they had had fun. Even Mike! Although that probably had a lot more to do with the fact that he and El held hands during the walk through the parking lot.

"Well, fellas," Max finally said as they reached Dustin's van. "It's been great, but i'm afraid I might catch the nerd virus and I just cant handle that."

"Awww Max! You love us!" Dustin swooned and she rolled her eyes, but didn't protest.

"Yeah yeah whatever. Oh! Stalker, text me later." She stated it firmly, like it wasn't a question, and he gaped back at her. "So we can figure out Natal Chart?" Oh. _Right._

"Uh, yeah, n-no problem." He smiled, not knowing what to do with his hands, he gave her an awkward and misplaced thumbs-up. She raised an eyebrow at him but thankfully didn't say anything. Her and El just waved to the others and turned to walk to her car.

"Oh no... Someone quick, declare time of death." Mike said dryly from behind him. Dustin and Will hollered with laughter.

"I'm actually going to kill you." Lucas retorted with a grimace.

"I always knew our party would break up because you two fought to the death." Dustin shook his head and sighed. "They were so young."

"Whats a _natal chart_ anyway?" Will asked.

"And why did she call you Stalker? Should we be concerned?"

"Its an astrology thing... I think?" Lucas admittedly hadn't paid much attention to the purpose, just agreeing with her in the moment. "And no, please never bring it up again."

"Oh I think we all know that we _have_ to bring that up again." Mike crossed his arms.

"Anyway, guys! I was telling Will that we should camp out here one night! It will save us the drive and we can have a campfire and we can even ask the girls if they want to join us." Dustin rubbed his hands together excitedly.

It wasn't a bad plan. Camping was always something of a tradition for them. When they were little it would be in someone's backyard, and as they got older and they ventured further and further away from the safety of their parents. They hadn't got yet this summer, and it actually sounded like a perfect idea. It was anyone's guess if the girls would even _want_ to join, but it wouldn't hurt to ask (and it certainly wouldn't hurt if they said yes).

They all agreed as they piled into the van.

The drive back was more or less silent. They were all tired, but the good kind of tired that comes from a job well done. Lucas realized at some point he had gone from hating the day to being over the moon that it happened. The reason, was of course Max. Which was totally stupid and lame, but also definitely the truth.

His dad had told him that ' _working wasn't meant to be fun, but good coworkers make a world of difference',_ and that felt true. He was glad his friends had decided to join him, and he was glad that it felt like he was making new friends in Max and El.

They were dropped off in the reverse order that they had been picked up. Will hopped out and yawned before running inside. His mom waved to them from the doorway and Mike stuck his hand out of the window to wave back.

Dustin again pulled into the end of the cul-de-sac, hollering something about 'find your sleeping bags' before pulling away. Lucas looked up at Mike's house before his own. They had been neighbors their entire lives. In a strange way they were like brothers. Brothers who often wanted to rip each others heads off, but brothers nonetheless.

"So," Lucas said before either of them parted ways. "It seems like you're not hating the fair as much as you thought, huh?"

Mike's face soured for a moment, but then he smiled. "I guess not. It could be worse."

"Aren't you glad I talked you into it?"

"Yeah, actually, I am." He said earnestly, "But, don't let it go to your head."

Lucas chuckled and reached out to give his friend a playful shove. "Dont worry, im sure you will find plenty of reasons to complain."

"Oh shut up." Mike rolled his eyes, still smiling, and pushed back. "I'll see you tomorrow?"

"Yeah, see you tomorrow."

Lucas walked into his quiet house. He could hear his sister watching TV in her room, but other than that, it seemed like everyone had gone to bed. It wasn't until laying down for the evening that he saw he had one unread text.

 **MadMax: Hey Stalker. I had fun with you today. Can't wait for The Slingshot. See you tomorrow :)**

So maybe opening day wasn't _all_ that bad. There would still be plenty of time to complain over rude customers and the summer heat, but if spending an evening with his friends, and going on rides with Max, was the outcome, then he was sure he could stomach it for the rest of the summer. Maybe even the rest of forever.

"See you tomorrow..." He sighed, contented, before falling asleep.

* * *

 **Hey everyone! I wanted this chapter to be a little bit longer, but I just couldnt get the length right, because what comes next would make it way to long. The struggles on writing lol. But that means that the nest chapter will be out in just a few days! Hope you enjoyed, and ill catch you next time!**

 **-Allie**


	3. Saddle up, Partner!

The week that followed, went on much the same as opening day. Hot, humid, big crowds, ' _Saddle up, Partner',_ a lunch break that was really just a mad dash to shove something into your face, and then it was off to the rides with Max.

Mostly it was fine. And getting that first paycheck, that was pretty great too, but by far the best part of everyday was right before closing. When the sky turned pink and orange, and the sounds of laughing crowds faded, leaving only the constant calliope jingles to be heard. By Wednesday Max didn't even have to ask for Lucas to join. He would just hop over the counter and they would cross different things off of her checklist. By Friday they had ridden the Scrambler 8 times, and all of the kiddy rides at least a dozen times each.

Still, he was unsure of what to call their relationship. Were they friends? Was she only spending time with him because no one else would agree? Was he overthinking everything? (Probably, yes to the last one, for sure).

The answer, to at least some of his questions, came in an odd form on the last day of the first week.

Saturday had been essentially a repeat of each day before, the only difference was that there was a live performance of some magician happening in the evening. ' _Great Value brand Mind-Freak'_ as Dustin had referred to him. Which was, all things considered, pretty accurate. But it also meant that most of the rides, as well as the midway would be closing early, and that during the 'pre-show' show, Lucas's lunch break was extended to a full hour. A gift from god himself.

Lucas decided that a milkshake sounded pretty good. But, then again, so did the idea of a bucket of ice getting dumped on his head. He made his was towards the cart he had come to frequent over the last several days.

"Aw hey, to what do I owe the pleasure?" Dustin grinned toothily from behind the food stands sliding glass window. He had his curly mop of hair pulled back in a messy ponytail to help keep off some of the heat. He wore a little paper hat with the fairs logo, and a striped polo that reminded Lucas of something an old timey barber might wear.

"It's my break, I just came to beat the heat." Lucas looked past his friend into the little booth, wear a row of slushie machines sat churning their sweet treats.

"Well come on in then!" Dustin disappeared from his place behind the window, and popped out of a small door a moment later, gesturing for Lucas to follow.

The space inside the cart was small, and what little floor space there was was covering in shipment boxes of food. A giant fan sat on the back wall above a small window, and a cooling breeze pushed its way through the space. There was a bubbling deep fryer for elephant ears, and another one for curly fries. There was a big class cooler with buckets of ice cream inside, and a long counter covered in sprinkles that didn't quite hit their target.

Lucas found a place to sit on top of a couple of sturdier boxes, and Dustin busted around the cart, like a well tuned machine, making them both milkshakes all without breaking conversation.

"I swear, some of these people have to be millionaires. $5 for a large fry!? You have to be kidding me! That's really the only perk though, that I get to eat for free." Dustin handed Lucas his shake before leaning against the counter opposite him.

"At least your job _has_ a perk. I just have to stand there all day and press a button a thousand times." Lucas leaned back against the cool metal walls of the cart. He only then realized how sore his feet were.

"Don't sweat it, you get to close up early and run around while i'm still in here slaving away." Dustin paused to take a sip from his shake. "And besides, I can't think of a pretty good perk that you have."

Lucas furrowed his brows. "And what might that be?"

"You work directly across from Max! I'll bet you anything that the two of you fall in love before the end of the summer." Dustin winked and Lucas groaned.

"First of all, that's ridiculous. Second of all, we both just like rides. It's not like we get to just hang out all day, unless I yelled across the walkway, and that would just be weird."

"Look, ill i'm saying is that on your break you could have gone and chatted up a cool girl, but instead you came and talked to me." Lucas could feel a headache coming on from the amount of eye rolling he was doing. Why _had_ he come here in the first place?

"Alright, Henderson, time for our switch." A voice called gruffy from the back of the cart. The boys turned to look at the woman who was clambering through the cramped space. She was older, with grey blonde hair pulled up into a hair net, and the face of a bulldog. An unlit cigarette dangled from her lips.

"Thanks Susan!" Dustin said as he hurriedly grabbed his things, and motioned for Lucas to follow. Lucas watched Susan give him an uneasy look up and down before turning to the window.

As soon as they were outside, Dustin untucked his polo shirt, and tossed his already finished shake into the trash.

"Thats Susan. She's one tough nut to crack. I used some of my best food puns on her, and nothing! Not even a chuckle!"

"Well yeah, if they were _your_ food puns then im sure not." Lucas joked, elbowing his friend in the ribs as they walked.

"Haha very funny. You wanna go see Will? I think the backstage has AC."

"Hell yeah!"

* * *

They backstage _did_ have AC. It hit them both like a wall, stepping into utter paradise. It looked a lot different than it did the first time they had walked through. The cavernous room was filled with people rushing back and forth across its cement floor. People yelling things at one another, people hoisting things up on ropes, and Will himself painting lazily in the corner, looking bored out of his mind, across from a wildly gesticulating Mike.

"Will Byers!" Lucas hollered, cupping his hands around his mouth to make his voice boom through the space. Nearly everyone turned and scowled at him before continuing about their business.

"Oh! Hey guys, what's going on?" Will set down his paintbrush, and wiped his hands on his apron. Mike stopped whatever he had been going on about and turned to wave at them.

"We were hot," Dustin plopped down on the cool ground at Will's feet. "And Susan scares me, so we came here to bother you."

"Well, there isn't anything interesting going on here." Will shrugged. He looked... off. Sad Maybe? Disappointed? Lucas couldn't quite place it. He made a mental note to ask him later. "But you could probably hide out here all day. I'm still not even sure who is in charge back here."

"William, I might just take you up on that." Dustin leaned against a large wooden crate, arms tucked behind his head and legs outstretched.

They all sat and talked for the rest of Lucas's break. It was nice, catching up, and it affirmed what he already knew to be true. That it really was more fun that they had agreed to join him. If it weren't for his friends being there to hang out with, he would probably have just been standing around the Midway like an idiot. That, or be off spending his entire paycheck at the arcade.

"And _then_ , he got off the ride and basically fell over the edge! He was passed out for like five minutes! I thought we were going to have to call the paramedics." Mike was telling them a story about one of their old Middle School bullies, who handled the Tilt-A-Whirl with the grace of a dying whale. They were all howling with laughter. "The best part is that his date didn't even wait for him! She just went home!"

"Serves him right!" Dustin chuckled, wiping a tear from his eye. "God I wish I could have seen that."

"It was pretty great. Definitely blows the _Hotdog Incident_ out of the water." He finger quoted the words and Will smirked up at him.

Just then, Lucas's watch beeped. He sighed, and stood up, dusting his jeans off. "Alright guys, I gotta get back out there. Are you all going to watch the show?"

"Yeah, may as well." Mike shrugged and Dustin nodded. Will looked like he wanted to say something, but he didnt.

"Cool, i'll find you guys later then."

* * *

Lucas made his way back through the fairgrounds, passing happy families and rambunctious teenagers, towards the shooting gallery. He made the trek take as long as possible, shuffling his feet slowly across the dirt pathways. By the time he got back to the midway, the crowds had mostly cleared out. People were already flocking to the stage, wanting to find the best places to stand to watch whatever bogus tricks would be performed. Lucas imagined a lot of smoke and mirrors and sequins. As he neared the game booths, he couldn't help but look up as he passed by Max's stand. His heart dropped momentarily when he saw that she wasn't behind the sunbleached counter, and instead some other bored looking teenager stood in her place.

It wasn't until he turned the corner to his own booth that he saw where exactly she had run off too.

Max was sitting on the shooting gallery counter, swinging her tanned legs casually and drinking from a bottle of orange soda that almost matched her hair in color. When she saw Lucas in the corner of her eye, she turned and smirked.

"Your break ended ten minutes ago." She scolded playfully, hopping from the counter.

"Uh yeah I know I... Had to wait in a long line for the bathrooms." Lucas winced at his own lame excuse. Smooth, Sinclair, really smooth. He didn't think that taking his sweet time on the walk back would affect anyone he actually cared about. Not that he _cared_ about Max, no not at all (aside from the fact that he cared a lot).

"Shame on you, Lucas, look at all of these customers just begging to shoot something!" Max gestured out at the completely empty space around the booth mockingly. "You have deprived them of a good time, and now their entire trip is ruined all because of your small bladder."

Lucas felt himself smile as her condescending facade faded into a giggle. "Sorry Miss Mayfield, i'll make sure to keep my bladder in check next time."

Max laughed hard at that, and it was a sound that made Lucas's face feel hot. "See that you do. You wanna make it up to me?"

"Sure, how?"

"Let me kick your ass in a shooting contest." She patted the top of one of the plastic guns.

"You can try, but I hate to break it to you, i'm the best sharp shooter in Roane County." Lucas crossed his arms in defiance. He really was good, if not on his credentials shooting tin cans with his wrist rocket as a kid, then the week of practice he had amassed working here would surely secure his victory.

"We'll see about that, wont we?" Max flipped her hair over her shoulder as she took her place behind the player 2 shotgun. Lucas smiled and followed suit. After they were both in position, Lucas leaned over the counter and pressed the little red start button hidden underneath.

"Saddle up, Partner." Max and Lucas both spoke along with the games droning prerecording, having heard it a million times before. It made them both laugh before they fixed their rifles in their hands. Then, a western themed song played, and it was off to the races.

Little cardboard cutouts of sharp shooters and bandits would flip up with a number telling you how many points each hit was worth. Some moved slowly and were easy to hit, others flipped up for only a few seconds before flipping back down again. However, it's not exactly that simple, because hitting the cowboy, his horse, or a barmaid will deduct points.

Max and Lucas were firing at full speed. Each turning and aiming, the barrel of their guns crossing on a couple of occasion as Lucas went for a 10 point bandit, and Max went for a 15 point burglar.

"Stay on your side, Stalker!" Max hissed, determination and excitement in her voice.

"I will if you-" _Bang_ "Do!" Lucas taunted back.

Lucas felt pretty confident, there weren't many targets he was missing, and he only hit the Cowboy once. It was probably his best game so far. Max was doing pretty well too. Aiming low and high, getting heavily invested and cheering after she caught the big 50 pointer that flashes up only for a split second. They were both laughing and bumping into one another before;

" _That's some sharp shooting, buckaroo!"_ The game signaled that the round was over. Each cutout lowered back into place, and they returned their guns to the stands on the counter. They were both panting slightly, grinning from ear to ear. At least until Lucas looked up at the scoreboard.

 **Player 1: 445 - Player 2: 560**

"Holy shit!" Max cheered, "I totally owned you!" She threw her arms up and spun in a small circle. Lucas's mouth just hung open. "Oh man, like I mean, I _knew_ I was going too, but you weren't even close!" She punched his arm.

"Jeez, someone is really a sore winner." Lucas chastised and Max threw her head back in a loud cackling laugh. The same laugh that she always had when they were whirling together on rides.

"I can't help it!" She giggled, "You are just so fun to beat. Your face gets all confused and then you scrunch your eyebrows together."

Lucas felt his eyebrows, involuntarily, press together.

"Yeah, like that!" She laughed again and flicked his forehead. If it had been anyone else, he probably would have smacked their hand away.

"Yeah yeah yeah, congratulations or whatever, are we even now?" Lucas crossed his arms, watching her dance in place celebratorily.

"Totally even, I mean, i'm still going to gloat about this for the rest of today, and maybe forever, but we are even." She lifted her chin, looking proud.

"Until I find something I can beat you at."

"Is that a threat, Stalker? Video games are kind of the _only_ thing i'm good at, and i'm _really_ good."

Something really honest past through her eyes at this last rib. He realized that he had never heard Max say anything even remotely self-deprecating before. Not even to be funny. It was strange. It felt off.

"Hey, that's not even fair, you are good at _lots_ of things, maybe just... extra good at video games."

Max looked at him puzzled for a moment. She was still smiling, but her eyes peered deeply into his own, shifting back and forth, almost like she was reading him.

"Okay. Maybe just extra good." She grimaced, her mouth turning downward crookedly.

He felt as though he had stepped into some sort of weird, uncomfortable, territory.

"I _will_ find something to beat you at though. One day." He smiled as earnestly as possible, and let himself slouch against the counter, wanting to change the energy of the situation.

"Well," She slouched beside him, her face shifting back to a more normal, playful one, " _If_ that day ever comes, then i'll owe you big time."

"Oh yeah? Like what?"

Her face shifted yet again. She was closer to him now, looking up at him. He could see the small flecks of green that framed her brilliant, blue eyes. How had he never noticed that before? She was looking... Mischievous. Like she had a secret she was just dying to tell.

"I will tell you when and _if_ that day comes, Stalker, but for now, you have made me miss some of my lunch break." She punched his arm, again, and pushed herself off of the counter.

"Hey, you were the one who wanted to play!" He hollered as she began walking back towards the main part of the fair.

She didn't respond, or if she did, he didnt hear it, but his heart buzzed in his ears. That small exchange had told him... well, nothing really. If anything it just gave him more questions. Max was always making him second guess and over think things. Which was, admittedly, really out of character for him. He was always the 'level-headed' friend. The one who said ' _No, Dustin, you shouldn't try to eat a burger in one bite.'_ and ' _No, Mike, you shouldn't spend all weekend trapped in the basement, come have fun.'_ It kind of alarmed him, actually, the fact that she could waltz over to him, flash a smile, and his brain would turn into mush. He sighed, and hopped over the counter back into his station.

The midway closed soon after that. There were just no crowds to try to sell too, and the entire carnival was basically empty save for the Main Stage. Lucas walked off after being relieved for the night, and he met up with Dustin as soon as the food cart closed. Together they found Mike, and then Mike found El and Max. Soon the entire group was on a mission, searching high (and mostly low) for Will. If he was somewhere deeper in the crowd, the thought of finding him would have to be dashed, but he made himself be found in a way that left the entire group reeling.

Will Byers. On stage, dressed in some ridiculous, blue velvet suit, being locked inside of a gaudy box by the magician.

The group was at a loss, silent and in awe, just like the rest of the crowd, but for very different reasons. Will had always been shy. More a behind the scenes sort of personality. It was immediately agreed upon that he had either been bribed, blackmailed, or hypnotized.

Will stepped out from behind a curtain. The Magician introduced him to the crowd as _'The Invisible boy!_ ' He was asked to step inside of a huge rectangular box in the middle of the stage. Everything about Will, the Magician, and the box shimmered in the dusk lighting. Lucas had been right about the sequins, there was no denying that. Will did as he was asked, looking less 'mystified', and more just terrified.

The Magician tapped on the box several times, spinning it around, then spinning it again to show it was a solid structure. Then, he said some sort of magical word gibberish, and swung the door open. Only Will, and his very horrible suit, were gone. In his place was a beautiful and busty woman wearing a swimsuit version of that blue velvet ensemble.

The crowd went nuts, and so did the Party, but again, for very different reasons. Max and Dustin both cupped their hands around their mouths to let out loud and ear piercing applause, before Max grabbed Lucas by the hand, and pulled him towards the backstage area. He could feel the others behind him, but mostly he could just feel Max holding his hand tightly.

They found Will in the dressing room, hanging his suit delicately onto a hanger. He looked green with nausea, and pink with embarrassment all at the same time.

"William Byers!" Dustin gasped.

"Please, please for the love of god, tell me you weren't watching the show." Will groaned somberly.

"Oh, we watched buddy, and you killed it! Who knew royal blue was your color!"

"I didn't _kill_ anything. I just looked like an idiot and walked into a box." Will rolled his eyes.

"You didn't look like an idiot," Mike placed a hand on Will's shoulder. "It was... surprising, but cool. Why did you go out there?"

"I guess the normal assistant for that part never showed up, and i'm the only person small enough to fit through the trap door." He shrugged.

"Trap doors!? Thats awesome! You _have_ to give me a secret tour." Max winked at him and mussed his hair like a mom. That made him smile as he smoothed his hair back into place. Max speaking made Lucas realize that she was still holding his hand tightly. She must have noticed too, because she dropped it, and stuck her hand in her pocket.

"Yeah, sure, maybe. Can we just go? It's going to be crazy getting out of here." Will sometimes did this thing where he would anxiously bounce in place. It was nowhere near the level of twitching and bouncing that Mike often demonstrated, but it was his own version of it. And that's how he looked now, his flush face, and hair bouncing as his eyes flickered to the exit.

It made Lucas remember that sad expression he had worn when they saw him backstage. Was this the reason? Being forced out of his comfort zone? Either way, they all nodded and followed him outside.

"Sure, whatever you say, Invisible boy."

Will just groaned.

The group made their way out into the parking lot. It was basically silent. The only sounds were the ' _oo's'_ and ' _aa's'_ coming from the crowd still inside the gates. It had become a routine for the girls to walk with them to the van, before deciding it was really time to go home, and walking to Max's own car. It was nice, and the conversations they all shared before splitting lasted longer and longer each day.

El was talking about someone who came through the ticket line and had made a big fuss about the price. They all commiserate with her and laughed at her jokes. She was surprisingly really funny, in an understated sort of way. Unlike Dustin, who told a story about some kid who wanted sour apple sherbet _and_ vanilla ice cream, and they all laughed about that too. It felt so... natural. Like they all got along, and the conversation never fell into awkward silence or a dead lull. Not with personalities like Dustin and Max, who bickered over basically everything as if they were old chums. Somewhere the path of the conversation had become skewed to comic's, and it was all downhill from there.

"Dustin, shut up, seriously, if I hear you say one more thing about the MCU im going to kick you." Max rolled her eyes and laughed.

"I'm just saying! It's an objectively better franchise with objectively better narratives!"

"Yeah, I think we all caught that. I even _like_ Marvel movies, and you are making me want to pull my hair out." She flipped her hair back over her shoulder, as if to prove a point, and turned away from him to Lucas. They were sitting on the floor of the van through the open sliding door. "Anyway, Stalker, I have to go before I kill your friend."

"Hey, it's your life, you can kill whoever you want."

"You promise you would still be my friend after?" She put a hand in front of her mouth, as if to keep it a secret, although she still talked loud enough for anyone to hear. Mike chuckled and Dustin sighed.

"Max, if you did something to shut Dustin up? I might be your _best_ friend."

"Alright, it's settled then," She clapped her hands together. "Dustin your days are numbered, El you have been replaced."

"Oh get bent, Maxine." El teased back. El was currently leaning into Mike, who had one arm wrapped around her shoulders, and one arm wrapped around Will's shoulders.

Max popped up from her seat next to Lucas with a smirk, pinching El on the arm. "Let's get out of here, lover girl, I can feel them destroying my last good brain cells." And then she sauntered off, her hair swishing back and forth.

"You know," El began as she stepped out from under Mike's arm, "She only insults people that she likes." And then El was off too, waving goodbye and following her friend to their car.

"Jeez, Dustin, then you must be her favorite." Will said with a grin.

"Hey now, I like Max as much as the next guy, but I think we all know who her _favorite_ is." Dustin gave Lucas a shove as he moved past him into the van.

He didn't respond, not being able to think of a good enough comeback, and he let himself smile. Everyone took their normal seats, and they set off just as the sun dipped below the horizon.

The drive back to Hawkins each day felt as though it was getting faster and faster. Maybe it was because of Will's expertly made playlists, or maybe it was just that they had now made the drive seven times. Either way, it was a nice and fulfilling experience to watch the sky get darker, as the long stretches of farmland faded into quiet suburban neighborhoods.

Before he knew it, Dustin was pulling onto Maple Street, and he and Mike were jumping out of the car.

It was now their first official weekend off of work. The fair was closed on Sundays and Mondays, and the group was looking forward to not doing much of anything. They had talked passively somewhere around Thursday at having a movie night, but if those plans fell through, Lucas probably wouldn't complain. He was looking forward to just sleeping in, and maybe using his paycheck to buy some better shoes for standing in.

When he walked inside, His dad was sitting in the easy chair in the living room watching some History channel documentary. His mom was in the kitchen washing up from supper. He heard the TV go silent and took a seat at the breakfast table in front of a plate of leftovers.

"Hey, son, how was work?" His dad bellowed.

"It was good!" He replied through a mouthful of mashed potatoes.

"Oh! I saved you a plate from din-" His mom turned around from the sink, "Oh well look at you, are you eating enough at work? Do I need to start sending you with a lunch?" His mom was always the type to fus about whether or not he was eating enough. She was a great cook, so the answer was almost always yes.

"Im fine, Ma, dont worry about it."

"Okay, well you just let me know." She turned back to the sink. "Work is going well? You and your friends are having a good time?"

"And what about you _girlfriend_?" Lucas eyes shot up to where his little sister, Erica, was spying on him from the stairs.

"Shut up, Erica! You- You don't even... That's not!" He stuttered, dropping his fork back onto his plate. "Why do you-"

"You should know by now that I hear _everything_." Erica walked into the kitchen and stole one of his diner rolls.

"Erica! Leave your brother alone, and I think you have had enough bread today." His mom scolded, ringing her hands on a rag.

"It's not my fault he talks so loud!" She shrugged, and turned to stomp back upstairs. He liked his little sister a lot, but she was probably the nosiest person he had ever met.

"I- I don't have a girlfriend." Lucas crossed his arms, suddenly feeling not hungry at all.

"Mmmhmm." His mom hummed.

"Mom! I don't!"

"That's fine, I didn't say anything. Now you wash up before bed, you smell like a churro." She pinched his check and walked into the living room.

Lucas sighed, but he smiled to himself. He finished his food and washed his plate, and all the while he thought about Max. He realized that she had said they were friends, and that made him want to dance in place the same way she had after beating him at the Shooting Gallery. It was an affirmation to at least one of the dozens of questions he had about her.

That at the very least, they were friends. And that was good enough for him, figuring that was as far as he was ever going to get.

At least for now.


	4. In a Funhouse Mirror

Tuesday marked the start of the second week of the fair.

The boys had more or less spent the weekend recuperating. They had, in fact, had a movie night. Watching Rogue One (Mikes pick) for probably the hundredth time, followed by Black Panther (Lucas's pick), and then fell asleep watching some weird conspiracy theory documentary Dustin had found in the depths of Netflix. It was a fine weekend, and there was definitely some bittersweetness when they loaded up into Dustin van, early Tuesday morning. Like way early. Like ungodly early. Because Dustin was told he had to open the food cart, and that meant giving the deep fryers enough time to heat up, and giving him enough time to prep the days food.

It was around 6am when Dustin turned on to Maple Street. Mike was still in a pajama shirt, hair sticking up all over his head, and Lucas could feel the dry drool still on his cheek. The sky was just beginning to shift from the deep blue of night, casting everything in a wash of cool grey.

Like every day before, they stopped and got Will, and then filled up on gas and energy drinks at the Loves gas station before heading out. The sun was finally starting to poke through as they passed city limits, and headed into the long stretches of forest and fields that led to the fair.

It was mostly quiet. Everyone too sleepy to be up for much conversation. Will was playing a mixed tape that had a lot of older music on it, and drolled on in the background as they drove. Until Dustin sat up in his seat, and swore under his breath.

"Oh shit! Is that-?" Dustin began, eyes fixed out the windshield at something in the distance.

Lucas and Mike scrambled to see whatever he was looking at, crowded together in front of the two captains chairs in the front. They realized at the same time exactly what Dustin was referring too.

"Max and El." They smiled in unison.

The two girls were standing next to Max's orange range rover. The hood was up, and smoke was seeping out from somewhere deep in the engine. Dustin pulled off onto the shoulder of the highway. A few yards ahead of them. The girls looked up quizzically, if not a little hopelessly, at the parked van.

Lucas and Mike threw the vans large rear doors open, and jumped out, practically beaming despite the frustration coming from the two girls.

"Car trouble?" Lucas asked with a smirk. Max looked ready to punch him, and not in her usual way.

"Yeah, piece of shit overheated on me again!" Max huffed, slamming the hood back into place. "I have to let it cool down before I can drive it, and even then I won't be able to make it all the way to the fairgrounds."

"We could give you a ride." Mike blurted. He probably should have ask Dustin first, but it wasn't _really_ his car, and he always said the van was a ' _the more the merrier'_ type of ride.

"You guys don't have to do that-" El said sheepishly.

"Oh hell yeah! That would be rad!" Max interrupted El. "If we go with you guys, you can drop us off back here on the way home and the car will have had plenty of time to cool down." Max rounded the side of her car and fished out of her bag from the back seat. With a shrug and a grin, El did the same.

Mike slid the vans side door open and poked his head inside. "Hey uh, Dustin? Is it alright if we give the girls a ride to work with us?"

"Totally! The more the merrier." Dustin grinned. "Just don't do anything crazy back there, id like my car to survive."

"Oh yeah, i'm sure us sitting down is going to be a real threat to Steve's precious hotrod." Mike rolled his eyes, moving to sit inside.

"Jeez, you're cranky in the morning." Max sneered from the rear door. El and Lucas were right behind her.

"There aren't any seats back here?" El asked looking nervously at the shag carpet and wood paneling. Max pushed passed her to get inside, Lucas took the space next to her, and El reluctantly followed, slamming the doors shut behind her.

"There used to be, but Steve and I took them out so there was more room. We use this for camping and stuff." Dustin smiled at her in the rearview.

"This thing is so retro." Max ran a hand through the carpet, which was a worn, burnt orange color. The wood panels looks like real wood too, not just cheap strips of vinyl. And each little window had a small, obviously hand made, set of curtains bunched together above them.

"It's a clunker," Dustin said, pulling back onto the highway, "But its my clunker."

The van really was old. If it sat with the windows up for too long it smelled like stale cigarettes and something musky. There were wine and water stains on the carpet from a time when it had apparently had a waterbed in the back. It also didn't have a CD player, or any sort of Aux cord capabilities. Which is why Will had to raid his mom's shed for all of her old tapes. He was pretty good at making mixes that fit the vibe of where the van took them, it was something of a superpower really. And that why when he changed the tape to an old _The Mamas and The Papas_ mix, it fit the interior of the vehicle perfectly. They may as well have been driving to the coast, or to Woodstock, or back in time.

"Oh, here El." Max tossed her curly haired friend a shirt from her bag. The girls, inexplicably, and without warning, started taking off their shirts.

"Wait wait! What are you doing!?" Lucas and Mike both asked, eyes wide and averted.

"Calm down, dorks, we are just changing." Max and El giggled and continued. They did this strange sort of shirt replacement that involved putting on the new shirt without taking the old ones off. It looked like something only a contortionist would be able to do. After only a few minutes, they were both in their uniforms, looking as if nothing had happened.

"How the hell did you do that?" Lucas blanched.

"It's like this special gift that all girls are born with I think. Like wrapping your hair up in a towel or putting on mascara without stabbing yourself." Max tossed her old shirt off to the side and began putting her hair back in a ponytail.

"And we don't have the luxury of just being topless like you guys do." El added, pulling her own hair back into a messy bun.

"I think if I tried to change like that, I would end up choking myself to death." Mike chuckled nervously, rubbing the back of his neck

"That's cause you're so gangly." El giggled, nudging his long legs, that were crumpled at an odd angle in the full space of the back, with her foot.

"Ohh! Turn this up!" Max hollered as ' _California Dreamin_ ' came on. She scooted closer to the front seat and started singing along with Will. Will and Max took over the male part of the duet, while El sang the female parts.

They all swayed along, while Dustin drummed on the steering wheel. Max used her fist as a microphone and began some wild dance as the first verse faded in. Singing boldly ' _Stopped into a church, I passed along the way, Well, I got down on my knees, And I pretend to pray',_ while Will perfectly mimicked the haunting backup vocals. Lucas watched her in awe, and wished more than anything he knew the words. Her voice was full of laughter, and when she would smile, it made him feel like his heart was going to burst out of his chest.

She looked like _sunshine._

It was all so... cinematic. The song, the van, the group of friends converging, even the broken down car they were speeding away from. It felt like puzzle pieces fitting together in a way that Lucas couldn't explain. He smiled to himself, and smiled even wider when Max sat back down next to him, out of breath and flushed pink.

He nearly screamed when she leaned against his arm.

* * *

They arrived at the fair nearly half an hour early, despite the stop they had had to take to pick up the girls. How that had happened was a mystery to anyone. Dustin chalked it up to loud music saying something about ' _I don't pay attention to the speed limit when im singing'_. Everyone shrugged.

The only other cars on the lot were from some of the carnies, maybe a few belonging to other employees. They walked in together, as a group, laughing and joking with one another. Mike smoothly lifted the security chain for El and they blushed at each other. Lucas and Max made gagging sounds. Dustin, taking Mikes lead, did the same for Will, but he added a ' _M' Lord,'_ and Will fanned himself like a lady in waiting. Lucas and Max just hoped over.

They made their way to the food cart. Dustin patted himself up and down like an odd Macarena, before pulling a small key from his pocket. No one else really wanted to just stand around in the empty fairgrounds, so they all squeezed in. It was a tight fit, most of them awkwardly sitting on boxes and the one massive floor freezer. Max patted her lap for El too sit on, which made Mike look a little jealous, but Lucas thought he would spare him the teasing this time.

"Alright guys," Dustin clapped his hands together in an evil Bond villain sort of way, "It's time to do what we have all been waiting for."

The rest of the group looked at him blankly.

"We are going to play..." He dragged out the words like the host of Family Feud. "Will! It! Deep fry!"

The confusion on their faces must have only intensified because Dustin wiped his face. "We are going to put a bunch of shit in the deep fryer and see if it tastes good."

"Oh, okay." They all agreed in unison. Dustin took a stand near the large fryer while everyone picked something different from the rows of junk food in the storage room. He made himself like a sportscaster, dramatically narrating everyone's movements.

"Will is new to the majors, but the coaches say he has a lot of potential. The only question now, and I know it's on everyone's minds; Muffin, or Brownie?" He began, Will giggle and tossed a wrapped brownie towards him. "An excellent choice from Byers! The crowd goes wild!"

The cart erupted with applause and Will took a small bow before blushing fiercely and sitting back down.

"Next up we have Mike Wheeler. A lot has been said about him in the press, but I have a good feeling he will make a come back." Mike rolled his eyes, adding a chuckled ' _shut up'_ before reaching into the candy case. 'Whats this!? Could it be!? We haven't seen a play like this in years folks! Gummy worms! Incredible!"

Lucas found himself alone in the pantry with Max, who was in a seemingly heavy debate between the aforementioned Muffin and some other pastry. Lucas was going to go for gold here, he pulled out two sugar cones from their box.

"Sugar cones? But they're already hard."

"Deep frying makes everything better. Plus, imagine putting warm ice cream on top of them." Lucas wiggled his eyebrows.

Max groaned. "Jesus Christ that sounds good, I hope it works out, champ."

"Lucas Sinclair steps up to the plate. Everyone back home is routing for him, but he seems to be making some strange plays out there today. Can he recover?" Dustin took the cones from his hand and added them to the basket that sat still propped above the golden, bubbling oil.

Max came back and added her pastry, and all that was left was El. She looked apprehensive to say the least, but then a light flashed in her eyes like fireworks went off in her head.

"I know!" She cheered, reaching down to open her bag. She pulled out a ziplock bag with two cold and sad looking Eggo waffles inside. "This is going to be so good that I might cry."

"Do you always carry around Eggos in your purse?" Lucas asked, already intrigued.

"... Yes?" El looked back at Lucas like he just asked her if the sun was really the center of the galaxy.

"Okay folks, the moment you have all been waiting for." And with that, Dustin sunk the basket of freshly battered goods into the boiling liquid. Everyone crowded around their treats, routing for them like prized Kentucky Derby horses. Dustin carefully scooped them out one by one onto a paper towel to soak off the excess grease. The results were in, and there were clear winners and losers.

Will's brownie completely fell apart. Leaving little charred bits of chocolate swirling around in the grease. Mikes gummy worms _looked_ nice enough, but he bit into one and nearly threw up into the trash can. Max's pastry turned out okay, but it looked like a glob of sugary goo, and it tasted pretty much the same.

Lucas sugar cones, however, were perfect. He rushed to the ice cream bar and scooped out his favorite, rocky road, into one cone, and asked Max's favorite for the other.

"Anything with lots of carmel." She smiled back at him.

"Camel tornado it is." He responded. They shared their tasty treats, groaning and high-fiving as they did. Lucas made a mental note of her favorite ice scream. Cherry Slushies, Caramel ice cream, got it. Check.

All that was left was El's waffle. It was the largest, so it took the longest. When Dustin pulled it out, the gates of heaven themselves may as well have opened up in that food truck. The most perfect and crispy, yet still fluffy, deep fried waffle, fit for a king laid out perfectly on the paper towel. El's already large eyes doubled in size.

"I think we have out winner folks." Dustin patted El on the back.

"Wait, do you have whipped cream?" She asked. Dustin handed her some and she stuck her tongue out in concentration as she applied a generous layer to the top of the waffle. "I think this is the best day of my life."

She took one bite, and her eye rolled back into her head before she passed it to everyone else. Lucas's ice cream cones were good, but this stupid little purse waffle was one of the best damn things any of them had eaten. They sat mostly in silence, which was unheard of for them, until it was all gone.

"Jesus Christ," Dustin lamented. "You guys remember when that waffle was still there? Good times."

"Dustin, I think you might be an evil genius." Max smiled at him with a mouth full of caramel ice cream.

"I do what I can for the people." He replied, putting a hand over his heart and wiping away a fake tear. "Besides, I think the real genius here is El. I mean, Purse Waffles!? That's on another level!"

"There is no better food," El spoke through the last bite, "Than an Eggo, and those are just the facts."

Mike looked at her like a lovesick puppy, obviously making mental notes of his own.

Everyone was lounging around the cart now. Subdued by sugar into a food coma at the ripe hour of 7am. Dustin bustled around the space, prepping food for the day, and everyone chatted together as the sounds of other people arriving outside made them realize it was probably time to get to work.

Will walked with Mike and El to their different stations, waving a friendly goodbye to Dustin and telling him they would be back for lunch.

Lucas and Max decided to race to the Midway which, all things considered, was a pretty dumb thing to do on stomachs full of ice cream. Max did win, but only because Lucas stopped short just a few feet from the finish, laughing out a complain about his stomach.

"Excuses excuses! I told you, Stalker, you can't beat me at anything!" Her face was red from the run, and the early morning sunlight lit her skin like some sort of ethereal being. It physically pained him to walk away from her, back to his booth, but he blamed it on the junk food. Maybe this time the blame was partially rightful. Only partially, however.

* * *

It was another busy day. Not exactly as busy as any day the first week had been, but still fairly fast moving. The only down time had come around noon, which meant Lucas got to take a slightly longer than average lunch break. He would be lying if he said he wasn't still queasy from this morning, so he went for some plain fries, and a water instead of his normal chilly dog with a side of soda.

He also head Max complain for about ten minutes about how ' _this entire damn fair doesn't have a single option that isn't covered in grease. Can I just get a damn vegetable?'_ To which he replied ' _Well, a potato is a vegetable.'_ And then Max punched him. The good kind of punch, whatever the hell that means.

Big John came around about an hour before closing, counting the tills as normal while some lacky counted everything on a clipboard. It didn't seem to matter how much money was made each day, because he would always gripe under his breath that it wasn't enough. Frankly Lucas wanted to tell him to get bent, but he was still somewhat terrified of the large southern man.

The permission to take off, led Max and Lucas to go walking around, to see what things they still needed to cross off of her list, and to see if they could rope any friends into the evening.

They found everyone gathered backstage. There was a group of acrobats and contortionist practicing for the big show they would be having on Saturday. About five or so individuals, all in strange garments doing even stranger poses and stretches. Even more strange, was that the entire Party seemed to be joining in on the fun.

Well, _joining in_ was a generous term.

El was mostly just laughing in a half butterfly stretch, while Dustin was trying to touch his toes, and failing horribly.

"I'll get it! Just- Just give me a sec!" His voice was strained and his face was red. To add insult to injury, Mike came and stood next to him, leaning over and putting his palms flat on the floor in front of his feet.

"Not fair! Your arms are ten miles long!" Dustin hollered, before falling over. El laughed so hard that she fell over too.

The only person actually keeping up with the group that was practicing was Will. He was only a few inches away from doing a full split, and a few of the acrobats applauded him. He blushed, but he didnt stop. _Progress_.

"What I would give for a camera right now. This is perfect blackmail material." Max giggled, joining El on the floor.

"When we were kids, Lucas could put both of his feet behind his ears." Dustin pointed.

"Yeah, but only because you could do that weird double jointed thing, and make your arms go all inverted. I just wanted to keep up." Lucas chuckled.

"Oh! I can still do that!" And so he did. He sat up, and flexed his arms around 180 degrees. There was a hiss from all who were watching.

"Gnarly!" Max breathed.

Thus began a talent show of sorts. Because everyone had that one weird skill that is more or less just a cool party trick. Mike could recite Pi to the 75th decimal, which he did, in agonizing accuracy. El could sing the entire alphabet backwards, without stopping to think about it. Max could roll her eyes all the way into the back of her skull so that only the white showed. Will could think of a song lyric that used any single word you threw at him (and basically do the splits). And Lucas, well, he had to ponder for a long time. Then, suddenly, he shot up from the ground and demanded a rubber band. Will found one in the dressing room and gave it to him, and he found a small pebble on the ground outside. Then he set up an empty soda can on a ledge, and ran to the opposite end of the backstage area. The others patted the ground in a mock drum roll, and he focused, then released. Not only did he hit the can dead center, but it shot backwards so fast that it chipped a bit of paint off of the rear wall.

To quote Dustin, 'The crowd goes wild!'

After the laughing and cheering ended, the group began making plans to go their separate ways for the evening. Mike and El shared a knowing glance with one another before they jumped up, hand in hand, and announced they were going to go ride the ferris wheel again. The remaining group snickered, but waved them off.

"Is it lame that I want to kiss someone on top of a ferris wheel?" Will sighed.

"I'll kiss you, Will, no worries." Dustin chuckled, standing up and extending his hand to the smaller boy. "Actually, let's go after them and be one car higher so we can throw popcorn at them."

"God, i'll pass on both thank you very much." Will teased, but his cheeks were tinged just a bit pink as he pulled himself up with Dustin's help.

"Well," Max began, making a move to get up. "We should get out there, Stalker, day lights burning."

He smiled and nodded in agreement. They all made a plan to meet up at the entry gate like normal, and they set off.

* * *

They had about an hour to spend doing whatever they wanted. The decided to skip out on the scrambler this time around, and instead made a beeline for the 'Rockin Racers' ride. Which was essentially just sitting in a small fake racecar that spun really fast on a track while old 80's pop songs played over the crackling speakers. Instead of sharing one car, they chose to each take their own. Max spent the majority of the ride turned around in her seat, and her and Lucas played a somewhat childish game of cops and robbers. By the time they got off, they were both pink faced with laughter.

"You are the world's biggest dork, did you know that?" Max elbowed him as they walked.

"Actually, you are the first to ever tell me, congrats Madmax." Lucas replied sarcastically, feeling bold enough to elbow her back. Because the fact of the matter was that he got made fun of for being a dork everyday of his damn life. However, if those words had come from Max, and not some half-witted bully, then he may not have minded as much.

"Oh shut up," She giggled. "What do you want to do next?"

"What's still on the list?"

Max reached into her pocket and pulled out the crumpled flyer that she had been using as a way of keeping track of what they had and had not been on. There was also a running tally of how many times they went on each ride. She joked that they were going for a world record.

"Well, I wanna save the roller coaster for next week. We could do the Pirate ship ride. The one that swings you back and forth like a pendulum? Or those swings that spin you out all crazy. Or... the fun house? We haven't done anything in that section of the park yet." She bit her lip as she looked over the paper.

"The fun house sounds... fun." Lucas chuckled at his own joke. Max rolled her eyes but turned and began heading that way.

The funhouse was probably the most elaborate section of the entire fair. Not only was it huge and ornately themed, but it was one of the original attractions from when the park first opened back in the 50's. Lucas remembered his mom saying something to him about how this exact attraction was the first place his father and her every shared a kiss. Suddenly Lucas's mouth felt dry, and he swallowed.

"What, you aren't scared of clowns are you?" Max teased, looking up at the massive clown cutouts that made up the majority of the exterior of the funhouse.

Blinking lights lined the entire structure, all twinkling in and out of time of the music that came from inside. The only opening to the building was a clowns gaping mouth. Every now and then in the music, a maniacal laugh would cut in, followed by a thrilled shriek from whoever was already inside.

"Hell no." Lucas scoffed. He was not, in fact, scared of clowns. His fear was focused solely on the dark narrow corridors inside, and being alone in them with Max. Just waiting for him to step in, and make a damn fool of himself.

"Oh. Well then... after you." Max's voice carried that signature layer of playfulness, but underneath Lucas could hear her nerves. Was _she_ scared? Couldn't be. Not possible.

Lucas stepped up first, another howling fit of laughter echoed through the dark hallway. Lucas felt Max grab his hand as she followed slowly behind. Less in a romantic way, and much more in a ' _im using you as a human shield'_ sort of way. But that didn't stop Lucas from sweating, or his heart from racing.

The first thing, once inside, was pretty tame, all things considered. Just a long hallway with purposefully flickering lights, with some cheesy sound effects playing from speakers. Along one side of the hall, wavy distortion mirrors sat. Making the pair look like they had long thin legs, then making them look 3ft tall, then making them look like they had massive heads on tiny bodies. This seemed to calm them both down. They were laughing and pointing at each others distorted faces and bodies. Max kept a tight hold of his hand, though.

After a bit of walking through dark corridors next to paintings of clowns and other nonsense, they reached a large cylindrical hallway with a sign above labeled 'Tunnel of Love'. Lucas scrunched his face in confusion, but put one foot inside. The purpose of this hallway was clear as soon as the hallway spun out from under him, sending him tumbling inside, and pulling Max with him. They were both in a dizzy heap, laughing and groaning on the floor of the tunnel as it spun back and forth, making them roll around and collide into one another.

"God, get off me Stalker!" Max hollered through a chuckle.

"I will if you get your knee out of my ribcage!" Lucas shoved her playfully, making the entire hallway roll again. Needless to say it took some time to scramble out and get their wits about them. Lucas was pretty sure he was going to have knee shaped bruise on his side, but he didn't mind too terribly much.

Max's ponytail had slipped from its high point on her head, and they paused while she fixed it in another distorted mirror. This one pinched your waist in dramatically, and made your legs look huge. Max was nearly done with her hair when she doubled over with laughter.

"What? What happened?" Lucas looked around to see if he missed a gag of somesort.

"I j-just," She spoke through deep bellied laughter. "I l-look thick as hell!"

Now it was Lucas turn to keel over. Soon both were literally rolling on the floor, gasping for breath, and crying with laughter.

And that was the best thing about Max. Everything she did, everything she said, made him feel like he was walking on sunshine. No one made him laugh as hard, or think as deeply, or opened his mind up to new experiences. Lucas wasn't a stick in the mud, but he was an orderly person who had a comfortable routine, and didn't stray far from it. But Max, she made him feel comfortable with the idea of spontaneousness, and it was an amazing feeling. She was an amazing feeling.

It took them a few minutes to regain their composure. Her face was bright red, her hair was no better than it was before. Both of their shirts were wrinkled from their tumble in the last hallway, but neither of them seemed to care. Max didn't look nervous anymore, and they headed back on the path to continue their trip through the fun house.

A narrow spiral staircase took them upstairs where a bunch of swinging mannequins dressed as clowns hung from the ceiling. It was pretty low budget, but no less unsettling. To make matters worse, random jets of air would shoot up from the floor. Making the clowns swing wildly into you, and also scare the crap out of you as you walked over the top of them.

But the energy of the situation had changed. They were not nervous anymore, and they took this hall in stride. Pushing mannequins at one another and jumping over the air jets and cackling in time with the spooky music. Lucas couldn't help but notice how close they were. Running around in the small space, shoulders brushing. His face felt hot, and he was glad the lighting was dim enough that Max probably wouldn't notice.

The next obstacle appears to be the infamous 'Hall of Mirrors'. Hundreds of floor to ceiling mirrors lined an intricate maze of false exits, and cramped corners. Lucas and Max took it in stride. Feeling around as they walked. The path was narrow and often branched off in several different directions, meaning they had to walk one behind the other, and retrace their steps over and over again. They essentially spent the entire first 10 minutes bumping into each other, and into walls. Lucas would get confident he had found the exit, only to run into a wall, and send Max crashing into his back.

The clown laughter was much louder in this part of the fun house. And random clown masks would be positioned to reflect in mirrors, making them both scream.

"You scream like a little girl, you know that?" Max smirked, backtracking away from one such mask.

"Well so do you!" He teased, biting back a huge smile.

Finally, they came to a path that felt just right. It was longer than the others, and instead of branching off, it wound deeper and deeper into the maze, hopefully towards the exit. They both got so excited that their fast walk turned into a bit of a jog. Breathing heavy and smiling wide, until Lucas crashed hard against yet another dead end.

He had apparently been a few paces ahead of Max, because he had enough time to turn around, holding his forehead from where he had smacked it against the wall, before she crashed full speed into his chest. It knocked the wind out of both of them, and Lucas threw his arms out instinctively, more or less holding her in place against him.

"Shit i'm sorry!" Max was still chuckling, both of them were panting slightly from the run, and the collision. She had put her own hands up, bracing for impact, and now her palms rested on his chest. It seemed to occur to both of them in that second exactly how awkward this really was.

Because not only were they at the dead end of an elaborate scary maze, but they were essentially holding each other in a loving embrace.

They jumped apart.

"No, shit um, i'm sorry I didn't-" Lucas stuttered, his heart felt like it was going to jump out of his chest.

Max did not respond. Her eyes were wide and she looked him up and down quizzically. Her face was scrunched together the same way it was whenever she was stuck on something in class. Reading and rereading. That's how it felt, like she was reading him. She took a hesitant step closer, finally looking him in the eye. There was a glint of something he didn't quite understand.

And then she leaned forward, and all at once he understood far too much.

She reached up, placing a careful hand on the back of his neck, pulling him down to meet her. If this had been any other time, with any other person, Lucas probably would have panicked and backed away. But instead, he let himself be pulled, feeling the racing in his chest and the buzzing in his brain.

They were only inches apart now. He could feel her heavy breath on his lips. Her eyes were trained on his before they flickered shut. He moved to close the gap. Here it was, the moment he had been waiting for for over a year, at the end of a mirror maze at the damn county fair. Surely this was a dream, a hallucination. Surly he had hit his head so hard on the wall that he was actually in a coma.

But it wasn't a dream. And they also didn't kiss.

Because just as their lips were going to meet, an animatronic clown jumped out from a cut-away in the wall beside them, shrieking in their ears.

The pair jumped apart, both screaming in surprise.

"I- um..." Max mumbled as soon as their screams stopped.

"Let's just get out of here." Lucas nodded.

They found the real exit a few minutes later. A gap in the wall that they hadn't noticed took them outside and to the opening of another clowns gaping mouth. This mouth tunnel led to a massive twisted slide, that sent them both out onto the ground below.

Neither of them laughed, and neither of them cheered. There was an aura of awkward silence. Lucas didn't know why exactly Max was quiet, but if she was feeling any of the things that he was, then he had a pretty good idea. He felt simultaneously on top of the world, and like the world's biggest idiot. A million questions ran through his head. Why had she done that? Did she _really_ want to kiss him? Should he have said no? But he didn't want to say no! Was she embarrassed?

They walked back in silence, unnaturally far apart from one another, towards their friends who were waiting for them at the gate like promised. El and Dustin were sharing cotton candy, Mike and Will were joking with each other about something or other. But rather than joining in on the fun, they just walked past the others into the parking lot.

Dustin shot Lucas a confused expression, and El did the same at Max, but both responded with a look that could only mean ' _If you say anything, i'm going to kill you.'_

The ride back to Max's car, which was still stranded on the side of the highway, was tense. Max sat next to El, biting her fingers and not saying much of anything. Lucas sat next to Mike, who was blabbing away like normal. Will played a mixed tape that had a lot of Morrissey and The Cure on it. It was, as usual, very fitting. _Morose._

The boys dropped Max and El off at the little orange Range Rover. They waited to make sure it would start, and it did, and then waved them off before getting back onto the highway. Then the questions started.

"Soooo what the hell happened?" Mike was the first to speak up.

"Nothing." Lucas attempted to be casual, and failed.

"Uh huh. That's why you and Max were acting like you just saw a ghost."

"What? Did she turn down your proposal?" Dustin asked from the driver's seat. Lucas didn't have to see his face to know he was smirking.

"No. Can we drop it?"

"Lucas, I think you know they won't drop it." Will sighed, turning to face him and giving him a sympathetic look. Will was right, and short of ignoring them all forever, he figured he would have to speak up at some point.

"Max tried to kiss me." Lucas muttered. He was playing with a loose strand of shag carpet under his fingers.

"WHAT!? REALLY!? DUDE!" Dustin voice boomed through the mostly quiet car. Lucas flinched.

"What do you mean 'tried'?" Mike interjected.

"Well, she was going to kiss me, and then we got jumpscared by a stupid clown, and then we didn't talk to each other after that. You guys saw her, she is totally freaked out. What if she never wants to talk to me again?" Lucas was just short of whining. He felt like whining.

"Well dude... did you ask her why she got weirded out?" Dustin asked passively. No, Lucas hadn't asked her, but to be fair, he was weirded out too. He wiped his face. He more or less just wanted to forget that any of this had happened. It made his guts twist in a way that was painful, and it made his heart swoop like he had arrhythmia.

"I'll talk to her." He replied somewhat glumly. "So, Mike, how was the ferris wheel?"

Mike's blushing face and Dustin already jumping in on the Mike Wheeler attack train gave Lucas the out he wanted. He spent the rest of the car ride in silence, watching Mike gush and talk emphatically like the lovesick puppy he was. He let Dustin do the ribbing, and Will do the supporting, and he didn't speak again until he waved goodbye at home.

He was thankful to find the house quiet and dark.

He went through his nightly routine, feeling like a complete loser, and not in the normal sense. Why on earth had he let himself get so bent out of shape? Why had Max? Why did any of this happen? He wanted to kick himself. He wanted Max to punch him, but actually knock him out this time. Everything felt like it had gone to shit in a split second.

It wasn't until he checked his phone, laying in bed, that things started feel just a tad better.

 **Madmax: Hey Stalker... I'm sorry about not saying anything after we left the fun house.**

 **Madmax: I guess i'm not good at this.**

 **Madmax: But I guess you aren't either, because if you were, you would have just kissed me.**

 **Madmax: I'll see you tomorrow :)**

It occurred to him in that moment, that he might be a bit of a drama queen. He was still jumping to conclusions, but these conclusions were far happier than the ones before, and they made him fall asleep with a smile plastered across his face.


	5. Acrobats

Max Mayfield sat, bored out of her mind, in 6th period Social Studies.

She could feel the giddy tension in the air, her peers counting down the seconds until the bell rung, sending them all running home. The last week of school always felt that way. Like everyone's brains had been turned off, preparing to expunge any modicum of information they had learned over the last year. She looked down the row of desks, people staring off into space, people doodling, people texting under the table, all while Mrs. Arbor droned on and on in front of the room.

Max figured she wasn't much better, she was just shy of zoning out herself, but at least she was _trying_ to listen. The lecture was about the logging industry? Or Coal? Something like that. Something important to the region. It probably would have been more interesting if Mrs. Arbor's voice wasn't so squeaky and grading. But just as Max tuned back into the lecture, the bell rang, and the entire class was on their feet in a second.

Max held back, shoving her notebook back into her bag slowly and checking her phone, not wanting to get crushed in the slow moving stampede to get outside. As she did, something on the teachers desk caught her eye. A stack of flyers, all brightly colored.

"Mrs. Arbor?" Max asked, hoisting her bag over her shoulder, "What are those flyers for?"

"Oh Maxine!" She beamed, rushing over to pick up the stack. Max cringed, there were just some teachers who refused to call her by her preferred name. "The Roane County fair is coming to town in a few months and i've been encouraging students to apply for jobs. It's great for college applications and it's a wonderful part of Hawkins history."

"A county fair?" Max little more than sighed. Not exactly exciting. At least not until she was handed one of the flyers and read 'Thrill Rides!' plastered across the top. "I might check it out, thanks."

And then, honestly, she didn't think of it again. That flyer sat crumpled in the bottom of her backpack even as school ended for the year. She thought passively about maybe taking a day trip to go with El, her best friend, but it wasn't a serious consideration.

At least not until a week before open applications.

She was sitting on her bed, feeling a cluster headache coming on. Billy was in town, rolled in two days ago without warning asking for money, and the arguing hasnt stopped since. They were in the garage now, so at least it was muffled, but god she just wanted it to be quiet for five minutes.

So, she grabbed her backpack, pulled out the forgotten textbooks inside, ready to stuff it full of clothes and spend the next few nights at El's house, when that little flyer fell into the ground.

 **The Historic Roane County Fair! Come join us for fun and adventure!**

Taking a good long look at the flyer, Max decided that maybe this would be the perfect way to spend the summer. A chance to earn a little money, be out of the house for most of the day, and she did love carnival food. And getting free or even discounted ride tickets? It seemed like paradise.

Convincing El was easy. El was game to do pretty much anything anyway, (which sometimes got them in trouble), because honestly, someone should tell Max when enough is enough. All Max really had to do was _show_ her the flyer and she was excited to go.

And then they were off, it seemed, heading out to the fairgrounds in Max's little beat up Range Rover, listening to music and laughing, ready for the best summer ever.

And so far it had been. They both had decent jobs, the weather hasn't been too hot or too humid. They had been making friends and Max got to ride as many rides as she wanted for free. The food was just as good as she hoped (although, would it kill them to have some sort of salad option? Seriously). And, of course, there was Lucas.

Lucas Sinclair. The most unassuming guy in the entire world. Just a big, sweet, dork, who made Max feel like a completely lovesick idiot. Definitely not the guy she ever saw herself falling for, but totally the guy she ended up falling for. And not just casual falling, but like hard, face in the dirt, grinning like a moron, giggling all the time, blushing whenever he looked at her kind of falling.

And they had almost _kissed!_ She couldn't stop thinking about it! She had been so nervous and flustered that she couldn't even _talk_ to him after it happened. And she was so grumpy that he didn't just kiss her anyway! Or that she didn't just kiss _him!_ Like seriously, Max, too scared of a clown mask to kiss the nerdy boy of your dreams? Get real.

But, unfortunately, it _was_ real. And Max did not have the clarity of mind or the bravery she needed to make that distinction until she was home for the evening. So, she decided to play it out honestly. To tell Lucas the truth, and tease him for not just kissing her.

He never replied. Which was fine, he probably fell asleep or something. But the down time and lack of texting gave Max a wonderful idea.

* * *

Max Mayfield was a lot of things, but conspiratorial? No, couldn't be, no way.

Well... Maybe just a little bit.

Because it was her idea to ask Dustin to Pick her and El up regularly now. Citing it as being more convenient, more practical, better on her car, yadda yadda yadda. Which was all true, but it also totally a ploy to spend more time with Lucas, and the rest of the guys who were quickly becoming some of her favorite people.

And it was totally worth it, to see his bemused face when she threw open the vans sliding door that Wednesday morning. All tired and surprised and nervous. It was cute. He was cute. It made her want to see how far under his skin she could get. He was fun to mess with, which may have just been one of the main reasons she liked him.

Well, that's not really true either. There were lots of reasons. Like so many that it made her want to rip her own hair out for being such a dork about the whole thing, but teasing him was just a cherry on top.

So she climbed inside, sitting dangerously close to him, leaning against one side of the van while El and Mike made quick work of cuddling against the other. That was a conversation that still needed to be had. El didn't get crushes often, hardly ever actually, and this wasn't any simple crush. But it seemed like both girls had been avoiding their actual feelings, which was stupid, but it was also the truth.

For now, however, they could be content to just give each other teasing looks from across the van or room or fair, or whatever the space may be at the time. And apparently, it meant that El was so enamored that whenever Mike was around, anything else was all but forgotten. Max couldn't be too mad at this, it certainly gave her a chance to talk to Lucas one on one, even in a car full of other people.

"So, Stalker, didn't get much sleep? Must have been up thinking." Max was looking at him knowingly, completely and totally shamelessly flirting and it made her want to do a backflip through the windshield. Totally out of her comfort zone and yet so thrilling.

"Y-yeah, I guess you could say that." He chuckled, rubbing the back of his neck.

"Mhmm, and what were you thinking about, exactly?"

"Just this cool girl I know, and how she probably thinks i'm a huge loser." Lucas was looking down the measurable distance between them, face crooked with a slanted smile.

"Hmmm," Max hummed. "She does think your a loser, but she thinks your pretty cool too. I wouldn't worry about it too much." She elbowed him playfully, and he couldn't help but grin back.

The van stopped again and Will clambered inside. He looked... Peppy today. More awake than anyone else, and smiling wide, and quick to start up conversation.

And so he did. The van filled with chatter and jokes, all while old 80's pop hits played in a whisper on the stereo. It was looking to be another beautiful sunny day, and Max couldn't help but feel just as bright.

Especially when she dared to lean ever so slightly on Lucas's shoulder. Because subtlety is totally overrated.

* * *

The Party arrived on sight early enough for round two of ice cream for breakfast in Dustin's food cart. Apparently no one learned from the day before, but at least there weren't deep fried treats to go with it this time. It was almost startling, Max realizing, how quickly she was becoming comfortable with this odd band of boys. She joked with Dustin like they were long lost siblings. Her and Mike could sass each other back and forth all day, throwing deadpan remarks at anyone who dared make a lame joke (ie. Dustin again). She loved having conversations about music and culture with Will, who was so deep in thought almost all of the time. And of course Lucas, who made her laugh harder than anyone she had ever met before.

Eventually, the fun had to come to an end as everyone went their separate ways. Will running off first, saying he had an important job backstage, followed by El and Mike who left hand in hand. Lucas and Max both hung back a few minutes longer, just chatting and joking around until they could hear people outside.

The pair walked to the Midway in comfortable conversation. That was the other thing that had Max taken aback. Lucas was just so _easy_ to talk to. He listened, like really listened. He never made her feel judged, or pressed for more information, he never offered her false pity. Just honest sympathy in the moments that she needed it, and comfortable banter in between.

She didn't bring up the texts, or the kiss, or any of it, because she just didn't need too. They still had an entire summer. (But damn it all if she didn't want to just hold his stupid hand already).

The rest of the day went on as normal. Moderately busy, lots of boys winning huge stuffed animals for girls, lots of happy couples and families out having fun. Her and Lucas teased each other from across the walkway that divided them, mouthing things to one another and dramatically rolling their eyes behind the backs of rude customers. He brought her a slushie after his break, she brought him a lemonade after hers.

Then the evening began to roll in and everything calmed.

Max slumped lazily over the counter of her booth, staring out at the fair grounds around her.

She liked her job best when the flow of people halted to a slow crawl. Mostly it was just little kids, fingers sticky from cotton candy, begging their exasperated parents at the end of a long day, Who would shake their heads and mutter that ' _the games are all rigged anyway'._

They were right, of course, the games were rigged. Most of the rings were bent and warped, making them fly in pretty much any direction other than the one you wanted. Most of the dart tips had been filled down to a dull, rounded head that wouldn't pop even the thinnest balloon. She also heard that the basketballs were mostly flat, and that some of the skeeball holes had plastic under them, so even the most skilled player would never get the big prize.

None of this really bothered her. You don't sign up to work at the fair without expecting some sort of shady underground behavior. Most parents would just come back at the end of the night, sweaty and tired, and fork over their last ten dollars for whatever stuffed animal little Timmy or Suzy wanted.

What did bother Max, however, and what sent chills up her spine each time the sun ducked bellow the horizon, was the aura that the carnival took on. It almost drastically shifted from bright, neon colors, dazzling twinkling lights, cheery herdy-gerdy tunes, and sweet treats, so something dark. Something looming.

The bright colors faded to deep, over saturated tones. The twinkling lights flickered out of time, and it became more apparent which ones had burnt out completely as you stood in their pale yellow glow. Most of the performances ended, leaving the only sounds to be that of the rickety roller coaster, and the faint off-key merry-go-round. The clown that handed out balloon animals and pinwheels, stood backlit to the Ferris wheel. Dark shadows crossed his makeup covered face.

There was still magic in the air, and happy children and teens still giggled and ran from line to line, but it just felt _off._ Like maybe the magic that seemed so cheery during the day, became dark and foreboding as soon as the sunshine faded into night.

There was something almost melancholic about the whole thing. Like some crappy horror movie monster that is cursed to only show its evil nature when the sun sets. But there was almost some part of her that got more excited when the sun went down. It made that part of her that craved the rush of Adrenalin from hurtling down the steep coaster start to jump and dance.

The day was nearly over already, and max fished out her little crumpled map, looking at what rides she was going to go on with Lucas today, when a familiar voice caught her attention instead.

"Guess who got off early!" El. She had walked up to the counter and leaned against it, looking cheery as usual.

"Hmm, something tells me its you." Max chided, folding her map back up and shoving it back in her pocket.

"Gee, Max, are you psychic?" El giggled. "I was thinking you and I could go do something. We haven't gotten to spend much time together since we started working here."

"Oh yeah totally! Are you gonna brave up and go on some rides with me?" Max asked, already knowing the answer.

"Yeah, no." El rolled her eyes, "But we can do like that photo booth thing. Or the Palm Reader?"

"Sounds good, want to hang out while I get ready to close?"

El nodded, and jumped on the counter so her legs dangled into Max's small work space. She went through her nightly duties while they waited for Big John to collect their till. It wasn't long before both girls were wheezing with laughter while Max tried to restock the teddy bears and friendship consisted of a lot of things, but this was probably Max's favorite. That they were close enough that one stupid inside joke or funny face could make them both lose it.

They had been best friends since... well since the moment they met really. They both started their first day of high school in a new town. El moving from Chicago, Max from San Diego. They were both friendless while simultaneously being the center of attention (apparently Hawkins was not the kind of town that saw many new residents). They shared homeroom together and it was basically a done deal ever since.

El was weird. She dressed weird (a mixture of dark colors and pastels that was a style all her own) she acted weird (quiet yet fiercely intimidating) and she liked weird things (like seriously, who likes rom-coms _and_ comic books?). Max was weird too. The only girl in school who skateboarded, the only girl who hung out at the arcade, brash and brazen, bold, yet hated being the center of any kind of attention. They gravitate towards one another and have not separated since.

Max felt truly lucky to have a person like El in her life. And she was starting to feel a similar sense of kinship with the boys. They felt like long friends, almost, in a way that was totally different from anything Max had ever experienced before.

Big John came sauntering down the midway a few minutes later. He always gave Max the creeps, she couldn't exactly put her finger on why, but it was something about the way he spoke. Always talking slow and patronizing. Calling her 'honey' and 'doll'. It made her want to puke, but at least he let her run off early.

El and Max were about to step out into the fair grounds, when Max suddenly remembered Lucas. It's not like _owed_ him her time, but it felt weird to just run off without saying anything. Right? She told El to give her a sec and she ran back to his booth. If she didn't know any better, she would have said the look he gave when she approached was pouty, disappointed.

"Hey, Stalker." Max smiled, ignoring the odd feeling in her gut.

"Oh, hey Madmax." Lucas smiled back, softly. Honestly it made her want to jump over that booth and wrap him in a hug, and that thought was so crazy that she physically had to take a step back.

"Um, im going to hang out with El tonight. But you should find the guys, or something. We can all meet up later, yeah?"

"Yeah, yeah totally. Have fun." He waved dismissively, still grinning.

And, feeling a bit strange, she was off.

Her and El walked arm in arm, wandering around and looking at some of the little vendors. Selling shirts and jewelry and trinkets. Max had to talk El out of buying an overpriced jacket from a particularly shady looking booth. El had to talk Max out of buying a giant inflatable Alien toy. Because that's what best friends are for. (Even though Max was totally planning on going back for that damn alien.)

They grabbed cotton candy from Dustin, waved at Mike as they passed by, and were about to go check on Will when the backstage doors were closed with a sign saying ' _Aerial performers only at this time.'_ So they walked out to the outskirts of the fair grounds, where the empty lot for extra parking met the fence line, and the noise dulled to a harsh whisper.

It was nice, spending time with El like this. They hung out almost all the time anyway, but it just always felt so comfortable. And honestly, there weren't many places Max _felt_ comfortable. Her home life was awkward, school was boring, softball only lasted a few months out of the year. But El was always just so easy to talk to, or to not talk to at all, like they were now. Just walking and looking. This part of the fair was crossed in hundreds of oversized Christmas lights, hanging above them like lanterns, stretching back and forth from booth to cart to booth. Max couldn't help but feel like this would be a romantic setting, somewhere to take Lucas, and she blushed at the thought. Something she hoped El wouldn't catch.

Only problem was that El catches everything.

"What are you thinking about so hard?" El smirked.

"Oh nothing," Max sighed, "This part of the park is just really pretty, thats all."

"It is pretty." El agreed with a small nod, "Mike and I like to hang out back here."

"Ew, Hopper, I really don't want to hear about you and Frogface making out."

"It's not like that, Maxine." El rolled her eyes.

"Oh really? Then what's it like?"

"I don't know! It's like... We just hang out and talk." El scoffed, folding her arms across her chest. "He's a really good listener, and he talks a lot. But I never feel like I have to keep up the conversation, you know? He just makes me laugh."

"He does a lot more than just make you laugh, and you know it." Max pointed. In truth she was happy for her best friend to have found someone she liked, someone who seemed like a nice person, but that sure as hell didn't means he would stop teasing her about it.

"Oh please, you're one to talk." El pointed back, "I asked Mike what he thought about Lucas."

"You what!?"

"I know, I know. But I worry about you. Mike said that Lucas is a really good guy, and I can see it too. He really likes you, Max." El's voice suddenly shifted from playful and exasperated to serious and concerned. Something she did often, always taking on this role of caretaker.

"Yeah?"

"Yeah." She nodded, placing a gentle hand on Max's shoulder. El looked like she was mulling something over for a moment, before she finally said it. "Don't take yourself out of the game before you even play."

And there it was. It meant a lot. A lot more than either of them really knew. Max wasn't the type to shy away from something, or the type to give up on a challenge, but she was definitely the type to retreat into herself when things got hard. Not that liking Lucas was _hard_ , but admitting she felt that way was. Softness was hard.

"Okay, i'll try not to." And she really meant it.

* * *

Thursday morning rolled around lazily, making the week feel longer than Max would have liked.

According to the news, which she caught in pieces from the TV in the living room, temperatures were predicted to be at record breaking heights. Max didn't think much of it as she ate her cereal and waited for Dustin's rust bucket to pull into her driveway. But now, slumped across the warm wood of her booths counter, feeling like she is stuck in some sort of toaster oven hell, she can say for _sure_ that it has to be one of the hottest days on record.

Things being that way, around noon, most of the days partons cleared out and headed back to whatever town they were from. At least Max had a small awning to hide under. There were still a few groups of teens running around and enjoying the lack of wait times in lines for rides, but the game area was mostly quiet. Which lead to a lot of painfully boring down time. Which, in turn, lead to a lot of goofing off.

It all started when Max started fanning herself with her clipboard. A totally rational and normal thing to do to keep your face from melting off. But her eye was caught, not long after, by the sight of Lucas fanning himself dramatically like a southern bell on the verge of fainting. When Max sneered he laughed and hollered; 'What, to hot for you California girl?' And sure it was funny, and sure it made Max giggle like an idiot (because Lucas's smile is so damn infectious) but she also flipped him off. Even Steven.

Then, when Lucas left for his lunch break, Max ran to the nearest vending machine and grabbed them both an ice cold water bottle. Because one, she needed it and figured he could need use one too, and two, so she could scrawl a snarky message across the top in sharpie. ' _Something to cool down your hot head'_.

She watched as he came back, spotted the bottle and the message thereon. She watched his face light up as he chuckled and turned to look at her.

"So you think im hot?" He yelled across the empty walkway.

"Dream on, Sinclair!" Max retorted, nursing on her own water and flipping him off yet again. _Although the answer to that question is a resounding yes._

Then as the day turned into evening, and the air finally began to cool around them, the park was practically a ghost town. Max could _feel_ herself dying of boredom. She watched Lucas play a couple of rounds at the Shooting Gallery (probably trying to improve his aim for the next time they played). Max cleaned her entire booth twice, just to kill some time. She stacked and unstacked bottles, she counted the money in her till just because. She felt like she was going to scream from the lack of things happening.

So, with a smirk, she hoped over her booth and waltzed over to his. He was balancing a pencil on his nose that she promptly flicked off.

He sat up, face a mixture of offense and laughter. "I almost had it!."

"Yeah sure you did. I really just couldn't watch that anymore, you should be thanking me for saving you the embarrassment." Max bit her lip. "Are you as bored as I am?"

"Maybe even more." Lucas admitted.

"Well... then let's go do something."

"In case you haven't noticed, we kind of have jobs to do."

"And in case you haven't noticed, neither of us has helped a single person in three hours." Max drummed her fingers along the edge of the counter and pursed her lips. "Fine, fine, you don't have to come with me. I just thought you might want to go on some rides and have some fun but I can see you'd rather get back to your pencil."

Max turned to leave, walking slowly and waiting to see if he would take the bait. He must have, because she heard the thud of him jumping over his counter a moment later.

"What's still on that list of yours?" Lucas asked, jogging past her towards the glowing lights of the carnival.

After some debating, they came up with an excellent game plan. First the Scrambler (which according to Max's records was their 18th spin on). Then the smaller of the two drop rides, followed by the larger. Lucas complained a bit about how he had read an article where a loose cable chopped off some people's feet on one of these rides. Max tried to make it better by leaning against him in line. Casually, of course, but it still made her heart beat quicken and it seemed to comfort him well enough.

The most fun may have been on the Disco, which is basically one of those rides that spins you around so fast that you are forced to the wall from the centripetal force alone, and then it picks you up and turns you almost upside down without any seatbelts or anything. This had always been one of Max's all time favorites. It just felt so gravity defying.

Max screamed and cheered while Lucas let out loud almost startled whoops every time the ride changed its angle. His hands held on so tightly to the security railing that his knuckles turned white. But Max, being ever the dare devil let go all together and through her arms up into the sky.

"Try it!" She hollered, "It feels like flying!"

Lucas stared at her for a while, looking at her like she was crazy, which to be fair, wasn't that far off base, until he slowly let go of the guard rail. His hands flew up and over his head, and she could see the freeing feeling that surged through him. So strong that he yelled along with her. And maybe it was just the excitement, or her being happy that he decided to live a little, but she laced her outstretched fingers around his, and she didn't even care when her face heated up because of it.

Once the ride began slowing down, and Max finally let go of his hand, the sun was nearly in full set around them. The entire park looked orange and golden, and most of the white-noise sounds of chatter ceased. Max couldn't help but feel that familiar chill run up her spine, when the extra lights kicked on, all neons and deep blues, saturated pinks. A full spectrum of lights, making the entire fairgrounds glow like a different beast altogether

The equally bored and grumpy teenager operating the ride smirked at them as they exited, making Max feel like he knew something that they didn't. Her fears turned out to be true when Big John himself came walking around the corner looking mad as hell. Face beat red, ready to boil over.

"Come on!" Max hissed in a harsh whisper, grabbing Lucas hand yet again and pulling him around the back of the ride and down a narrow walkway. They started out walking fast, but after a few minutes of navigating the secret back passageways of carny trailers and machinery, they were both sprinting and laughing. And despite every twist and turn they took, and every fence they had to squeeze past, Max never let go of his hand. At least not until they came to a dead end.

Two long chain link fences made a narrow path that ended right at one of the many colorful striped circus tents. The run had been disorienting to the point that they weren't sure which tent this was, or how they could get out of the tight space they were in.

"If Big John finds us we are dead for real," Lucas breathed in between labored breaths.

"Then we won't get caught." Max smirked. She grabbed his hand yet again, and with her other hand she lifted the heavy canvas of the tent up and over both of their heads. Whatever was inside the tent it was mostly dark.

It took both of their eyes a few minutes to adjust, but Lucas made out the shapes of a few glass cases in the darkness.

"I think we are in the oddities exhibit." Lucas said quietly, moving through the space slowly as not to bump into anything.

"You're right," Max nodded. "That must mean there is a light switch right about... here." Max flipped the switch on a small breaker near where they had entered the tent, and one by one the lights in each of the glass cases turned on.

Each case held some different rare animal or medical oddity. So far Dustin and Will were the only people who had walked through, and Dustin talked about it all the time. Apparently the collection was pretty world famous. Holding not only oddities but also rare and obscure works of art from all over the world. Everything from unique taxidermy to old books and paintings.

"Wow, this place is actually really cool. I wanted to come look through it with El, but dead animals in jars isn't really her thing." Max bowed forward to look more closely at a goat with an extra eye.

"Are dead animals really anyone's _thing_?" Lucas asked with a cocky grin. Aside from maybe Dustin, and even then he was only in it for the rare animals, not so much the death.

"I'm sure they are someones somewhere. And besides, it's better this than exploiting _people_ with mutations and rare diseases, the way carnivals used too."

"I guess I never thought about it that way." That phrase seemed to be a recurring theme whenever Lucas listened to Max.

"It's cruel, when you think about it, how people who were extra short or extra tall, or women who grew beards, where put on stage like freaks." Max liked being open about her opinions, and Lucas always seemed to want to hear them.

"But... didn't those people choose to be there?" Lucas was looking back at her, not with a look of defiance, but of genuine interest.

"Then it's an even bigger problem! That they probably couldn't get normal jobs anywhere else, it's horrible."

"I'll give you that one." Lucas nodded with a small smile. It made Max feel... happy. There weren't very many people in her life who listened to whatever she had to say, and even fewer who would entertain a debate, even a small one.

The pair looked around at the exhibit, forgetting momentarily about why they were here in the first place. Most of the pieces were really beautiful, or really interesting. Some of them were really gross (ie. the organs in jars, and the animals that had been preserved in a way that allowed you to look at their insides), but mostly it was just really well done taxidermy.

Then Max trailed over to one of the sides of the exhibit that had all of the paintings. Each one came with a little plaque telling you about it and its history. Most of them depicted other oddities, or old flyers from past carnivals, some dating back all the way to the late 1800's. Max was fascinated, so much so that she barely registered that Lucas was standing next to her. Her eyes were transfixed on one piece in particular.

"Oh wow." She breathed. Her gaze was fixed upwards on a huge old tapestry. It depicted a woman with fire red hair, in a billowing white dress, who seemed to be growing a garden from her open palms. All twists of green and flowering fruit, sprouting from her fingertips. "She's beautiful."

Lucas followed her gaze, and locked on to the same piece. The tapestry had a small plaque, saying something about how this woman was supposedly an old Irish witch from folklore. She was beautiful, and certainly the most eye catching out of all of the antique pieces of art along the wall.

"She looks just like you." Lucas blurted somewhat hushedly, and Max felt her throat run dry. This woman was stunning, and she looked so powerful and assured. It was honestly what Max wished she looked like.

"You... you think so?"

"Well, I mean, yeah. I do." He had his hands in his pockets, perhaps from nerves. She looked into his eyes deeply. She felt the same strange sense of disbelief as she did that day at the Midway, and again in the funhouse. Like she was trying to find a lie, but she just didn't see one. She felt that way with most people. Searching them for a lie, for some fabrication, but she could never find one in Lucas. Not even as he spoke again. "You're really beautiful, Max."

She bit her lip, feeling bashful and bold all at the same time. This was a feeling she recognized too. She stepped closer to him, her eyebrows scrunched together determinately. She put both of her hands on his face, his skin was warm against her fingers, and she pulled him closer, holding his face just inches from her own.

"Prove it."

And she feels like he would have, had the curtain entrance to that very tent not opened up beside them at that very moment.

"Oh there you guys are!" It was Dustin, looking winded and exasperated. He gave them a smirk before turning over his shoulder and yelling out to Will. "They were in here the whole time!"

"S-sorry, dude, we must have just lost track of time." Lucas mumbled. Max was still holding his face with her hands, but she let him go and he stood back up to his full height. She was blushing so hard it physically hurt.

"Yeah, man, it happens." Dustin wiggled his eyebrows at the pair before gesturing for them to follow. "We do have to leave before they lock us inside though."

Max and Lucas both nodded, pushing past Dustin and flicking the light back off. The park was more or less completely empty now, just a few tired looking employees getting ready to take off for the night.

Everyone piled into Dustin's van, and the drive back home was pretty quiet. Max couldn't help but sneak peaks at Lucas, and she could feel him sneaking peaks back at her. When they arrived at her house, she considered asking if he would walk her to her door. Which was stupid because it was totally unnecessary, but she also just wanted a second to talk to him. She decided against the idea when she saw Billy's car in the driveway and settled with an awkward half hug before she jumped out of the van.

Max resolved herself to try and keep whatever this was with Lucas under wraps from her family for as long as she could, and if he had walked her to the door, she would have kissed him for sure this time.

Oh well, there's always tomorrow.

* * *

And tomorrow came very fast.

Friday was another warm day, making the fair fill fast. Large crowds of people moved slowly through the midway, making the day rush by in a blur of handing out stuffed animals and smiling a little too wide at customers who didn't deserve it. Part of the reason for the large crowd was the highly anticipated acrobatics performance. People had come from far and wide to see it, and the stage was being set up for what looked like it was going to be a magical show.

Will had seemed anxious on the ride to work. Sitting quietly in the passenger seat, zoning out while gazing out the window. Mike had tried to talk to him, but he muttered something about ' _being stressed for the show'_ and not much else. Everyone had to just shrug it off, because he wasn't talking, but they feared a repeat of the magicians assistant fiasco, and just hoped for the best.

The days events also meant that Max didn't, in fact, get to have the kind of conversation with Lucas she had wanted. Their breaks ended up being opposite one another, and every time she could have bugged him he was in the middle of dealing with long lines.

That was all fine, of course. It was no big deal, really. They had both stayed up probably a little too late texting and both been a little too giggly when they saw each other that morning in the car. But Max was just _frustrated_. All of this build up was driving her crazy, if she was being honest with herself, like how does your kiss get interrupted twice? It wasn't fair, and if she could do anything about it, well she already would have.

So she just held her tongue and waited for the midway to close.

A couple of her friends from school stopped by. Mostly just other girls from the softball team, and two friends from debate. It was nice seeing them, but it cemented something inside of her that she had not be able to fully realize earlier. None of these friends, some she had even known longer, made her feel the way those dumb boys from the self-named 'Party' made her feel. She didn't laugh as hard, or feel like talking as much. They were just people she knew and got along with, but they weren't really her friends.

Which really just meant, she had become friends with a bunch of nerds. And that made her laugh to herself as Big John closed her till. Because not only that, but she was falling fast and hard for one of them.

"Now," Big John said, startling her from her inner monologue, "Don't think I didn't see you and your little boyfriend yesterday."

Max blood turned cold.

"Now I ain't here to bust you, or fire you, because then i'd just have to go through the process of finding someone else to fill this position, but I want stand for any more tomfoolery," He leaned down, beady eyes squinting at her. "Ya hear me, darlin?"

"I- uh, yeah." Max felt bile raising in her throat. She _hated_ being talked down too, especially by men, and even more so when they got in her personal space.

"Good, now run along. I'll tell your boy the same thing."

And suddenly any sense of giddy lovesickness she had burned away, and she left the midway feeling pissed and uncomfortable.

It wasn't all bad though. He didn't fired her, and she _had_ been breaking the rules. Still, it didn't keep her from balling and unballing her fists as she walked in the general direction of El's ticket counter. She walked past the stage to see a massive crowd already forming, deep purple curtains sat across the front to keep the set a secret from the audience. Whatever it was, it was supposed to be pretty eye catching. She found El a few minutes later, looking tired and slightly haggard with a bottle of cold water pressed against her forehead.

"Hey, El-bell" Max sighed, plopping down next to her on the small bench. El just grumbled in reply. "You okay?"

"If I have to talk to one more person im going to scream." El let out a huffed chuckle. "What's up with you, you look pissed."

"That obvious, huh?" Max crossed her legs, shaking out her fists. "Big John called me out for ditching work early with Lucas. He called me _Darlin_."

"Gross. Want me to beat him up for you?" El's voice was so deadpanned that it made Max laugh. Believe or not, El was a scrapper. Just another one of the many reason the two girls got along so well.

"No, its okay I guess. Just gave me the creeps." Max sighed again, "It was totally worth it though, ditching work."

"Oh yeah? You guys have a good time?" El brightened a bit, looking way to smug to keep Max from rolling her eyes.

"It was _fun_ , but nothing happened. I mean it was going to, I think, but it didn't."

"Again?"

"Yeah. Again."

"Then why don't you just... Like go for it?" El sighed, stretching out her limbs sleepily.

"Like just walk up to him and grab his dumb face and kiss him?"

"Yeah, why not?" El replied as if it was the most simple thing in the world. Perhaps to El it was. Neither girl had really had an actual boyfriend before, but how could this be any different from any other sort of relationship?

"Guess you have a point." Max nodded.

"That's why you keep me around."

"Is that why? I was starting to wonder..."

"Oh get bent, Mayfield. I'm the coolest person you know. Now leave me here to die and go do what you need to do. It will be fine." El was smirking, but she was also %100 right. She really was the coolest person Max knew, and deep down it really did feel like everything would be fine.

Even if on the surface max was buzzing with nerves.

"You know what? I think I will. Feel better, okay? Find me when the show starts."

El waved her hand dismissively but Max caught her small smile. She felt oddly empowered. Screw Big John and other grown men trying to be all weird and dominant. Max was going to get what she wanted, damn it, for once in her life.

This plan, however, fell apart almost as soon as it formed. The crowd was massive as she made her way back to the stage. Dustin's food cart was closed already, and most of the rides were shutting down. The midway was empty, save for a few people still milling about. Lucas was nowhere to be found, and it was getting dark. The show was going to be starting any minute, and then it was anyone's guess as to where her friends would be in the sea of people.

And of course, she left her phone in the van because her shorts didn't have real pockets. Who even designs girl pants anyway? Don't they know the importance of a good pocket?

So Max wandered around, moving around groups of people all congregating to the stage area which had turned on its massive lights. The entire performance area was _glowing_. Long strings of oversized fairy lights, criss-crossing the audience above, people talking excitedly with one another in a loud symphony of white noise. Each minute that passed of Max just wandering made her feel more and more anxious and more and more pissed.

Until she saw a familiar mop of black hair.

"Mike!" Max moved around another gaggle of people. He turned around, face scrunched in confusion, before offering a small smile. "Where is Lucas?"

"Oh um, I think he said he was going to be near the picnic tables. Oh! By the way have you seen-"

"Great thanks see you bye!" Max hollered over her shoulder walking towards the tables. Just then, the curtain opened, and Max's eye was completely captured by the look of the stage.

The set was beautiful, all decorated to look as if the acrobats were floating in the night sky. Each little light flickered like a star, props that blended in with the darkness of the backdrop. The performers looked like aliens, moving across the stage with the grace and weightlessness of butterflies, doing crazy stunts. And the backdrop, the _backdrop_. It was beautiful painting of the moon and planets. It looked like a photograph, so captivating and vibrant that it almost pulled you away from the performers on stage. Max was staring for longer than she even realized, just on the outskirts of the crow near the picnic tables, when a hand grabbed hers.

Lucas. Not looking at her, but also looking at the stage. His skin was lit up by the soft yellow lights above them and she thought he looked a little like the night sky too. Absolutely beautiful in a way she never knew a person could look. He had walked up and grabbed her hand, but he was just as captivated as she was.

Suddenly her plan and all of the work that had gone into it beforehand came crashing back.

"Lucas..." She spoke so softly she was worried he would be able to hear her, but he did, and he turned to meet her gaze.

She lifted her hand to touch his cheek in the places that the light was dancing on, and her fingertips feel warm and buzzy. Everything felt warm and buzzy. He stared back at her with such a genuine look of care that it made her want to run and hide a little bit, but more than anything she just wanted to kiss him.

So she pulled, ever so gently, bringing his face down to meet hers while she stood on her tiptoes to great him halfway. Her eyes flickered shut just a moment after she watched him do the same. And somewhere they met in the middle, and everything else faded away.

Max never knew what exactly a first kiss would feel like. Probably warm and messy, that's what she had always thought. Just a thing to do, nothing to really get bent out of shape over. Only, kissing Lucas _everything_ to get bent out of shape over.

It felt a little like firework exploding in her chest, and weightlessness, and defying gravity. It felt more exciting, more thrilling, more _everything_ than any of the rides they had gone on together. It felt daring and comforting all at the same time. And although neither of them were paying any attention to the performance on stage, the crowd erupted with applause around them and in synced up perfectly with the pitch and tone of Max's heart.

It ended, unfortunately, just a few seconds later, and Max stared up at his dumbfounded and dopey smile with a face she was sure mirrored it. She only had a few second to process before he was pulling her in again, and kissing her again.

This time far less hesitant and far more romantic. She was aware of everything and nothing all at the same time. The hand gentle cupping her face, the arm around her waist, she even swore he was smiling against her lips. It was all so sweet and intimate and _good._ Max just felt really really good. Kissing Lucas felt like every worry and fear just faded away. Fizzled into the sparks that ignited in her stomach and then burnt out, turning into a warmth that spread throughout her entire body.

Eventually that kiss broke too, leaving Max too visibly pout and Lucas looking starry eyed. For a while they just stared at each other. Smiling and holding each other lightly, pretending that they were the only people on earth even in a crowd. It was nice, comforting, and far too long coming, but another round of applause sobered them enough to realize that life still existed outside of the stupid little happy bubble they had created.

The pair turned to face the stage as a trio of acrobats flipped down from the sky on thin wires, so thin that you could hardly see them. The floated, twisting at impossible angles, and then landing perfectly on pointed feet. It really was a wonderful show, far more than the hack magician had been, and Max was just lost in the magic of the moment.

It all felt too cinematic. The stage, the performers, the lights, the crowd, the fair, the _kiss_ , all of it. It almost seemed as if at any moment the cardboard walls would drop backward revealing the cast and camera crew, and this wonderful moment would come to a crashing halt.

But it didn't, Lucas just kept holding her hand.

* * *

Eventually the performance came to an end, and Lucas and Max milled around the slowly emptying lot looking for their friends. It was easy to spot Dustin's curly mop, and the others were not far behind. All it took was one look from El for her to put the pieces together. Her eyebrows shot to the center of her forehead and her jaw set in a hard line like she was trying not to laugh. Max felt her face grow warm, and she was sure she would have a lot of explaining to do later.

"Has anybody seen Byers? I want to get this show on the road." Dustin huffed, scanning the remaining audience.

"Right here, Henderson!" Will's soft voice came from in front of the group, and they each turned to see him walking from backstage, and hopping over the edge of the platform to join them. "So... What did you think?"

"Of the show?" Max asked incredulously.

"Of the set." Will shook his head, "That's um, that's my backdrop."

"YOU PAINTED THAT!?" The group erupted in unison, their heads snapping to the painting. It was beautiful, and eye catching, and _massive_.

"Um, yeah, that's what i've been working on all week. I mean, I had help of course, but they let me plan it all out." Even in the dark light, it was clear Will was blushing.

"Will it's amazing, you're amazing." El smiled warmly, and Will smiled back. Mike pat his back and Lucas gave him a playful handshake while Dustin just pulled him in for a hug.

Max didn't know a lot about Will, but it was clear to anyone that this was a big deal for him. She felt an odd sense of pride for her new friend, and she realized in that moment just how much she _cared_ about him. About all of them. And although Lucas had let go of her hand a while ago, in that moment she desperately wanted to grab it.

She didn't, however, but they walked back to the van nearly joined at the hip, all smiles and giggles and joyful conversation. The park was nearly empty and the sun had long set, and everything just felt warm and peaceful. It made Max want to live in this moment forever.

The ride back was no different, but each mile brought her closer and closer to reality. It wasn't like she stopped having fun, it just no longer felt like she was living in some sort of magical dream state. But Lucas sitting close to her was still real, and the fun she had teasing Dustin's driving was still real, and Will's satisfied grin was still real.

It wasn't long before Dustin was pulling off onto Old Cherry Road, and stopping in front of Max's house. She could see Billy's car in the driveway, and the lights on inside, so she took a deep breath, and tried to focus instead on Dustin struggling to turn around in his seat.

"So, next week, Friday night, campout?" He wiggled his eyebrows as if to entice the suggestion.

"I'll have to ask my dad." El shrugged, "Sounds fun though."

"I'm in, I tell really good scary campfire stories." Max giggled. She moved past the tangle of sprawled legs in the back of the van, and slid the door open. She didn't kiss Lucas goodbye, even though she wanted too, but she smiled at him, and he smiled back, and lit her skin on fire. The good kind of fire. Whatever the hell that means.

El followed her out, and they waved goodbye to the boys as the walked inside. Max was thankful that El waited until they were in her room with the door closed to ask any questions, and that her only question wasn't really a question at all.

"Tell me everything." El sat on the bed.

And so Max did. Admittedly there wasn't much to tell, but she still found a way to tell it. El was squealing and giggling and Max was rolling her eyes and blushing like an absolute idiot and it just felt so _good._ To get to be a dumb girl who liked a dumb boy and be happy about it.

Lucas was just something to be happy about. Better than any roller coaster, or Scrambler, or Ferris Wheel.


	6. Camp Out

"Dustin, will you please calm the hell down?" Lucas sighed with exasperation, at Dustin, who was very much _not_ calming the hell down.

It was Friday morning, at an ungodly hour, and Dustin was stressing out about packing everything they needed for the camp out into his van. It's not like there wasn't plenty of room, or anything, its just that Dustin was a bit of an over-packer. Mostly just food. He packed enough food for probably an entire week, and not just the one night they were actually staying outdoors.

Mike wasn't helping either, but that was to be expected. Mike was a stress case even when their plans just involved going to the mall, god forbid they do something a little out of the ordinary. But put a stressed Dustin and an anxious Mike in one room, and the world is bound to implode around them.

"No I will not calm down, you need to calm up!" Dustin shouted from behind a pile of sleeping bags and blankets.

"That's not even an expression." Mike rolled his eyes, as he went over the checklist for the hundredth time.

"Who's side are you one, Wheeler?" Dustin chucked another bag into the back. He stood up and wiped his brow, and turned to the rest of the group. "I think that about does it, right? And then we just have to make room for the girls stuff?"

"Dustin, I think even if you forgot the _tent_ we would be fine. We could make one out of the leftover candy wrappers." Lucas smirked.

"How many times do I have to tell you, its brain fuel."

Lucas rolled his eyes, not for the first time that morning, and certainly not the last for the trip overall, but he was more than excited. In all honesty it had been one of the best weeks of his young life. The fair had had a steady flow of attendees, not to many, not too few. The weather had been perfect, the rides he and Max had been going on were getting more and more fun. And, of course, just Max in general.

The last thing Lucas Sinclair had been expecting when he met Max Mayfield, was that one day he would get to kiss her. It was certainly a hope, a dream even, but not something he ever in a million years thought was possible. Not only that, but she had been the one to kiss him. And ever since, the tension that had been growing in their newly formed friendship was gone. Now it was just like having a close friend that you also got to hold hands with. It was great, and it felt like nothing in the world could bring him down, not even Dustin's string of disgruntled curses as he slammed the doors closed on the van, and everyone piled inside.

The girls were both waiting at El's house, sitting on the porch all groggy eyed with duffle bags slung over their shoulders. In the cool blue tones of the early morning light, they could see the Chief of Police, Jim Hopper, was there too. Leaning against the railing and sipping a cup of coffee, looking stern and looming. Lucas was pretty sure he heard Mike audibly gulp.

"Hi guys!" El smiled warmly at them, rising from her feet and pulling Max by the arm up with her.

"You guys can toss your things in the back!" Dustin stuck his head out the window and waved them over.

And it would have been fine, would have gone easy, would have been totally smooth and cool, if El has not stuck her head in Dustin's window and whispered harshly at all of them. "My dads coming to talk to you, be cool."

And low and behold, who should be coming down the steps in full uniform? Jim Hopper.

"Dad, these are my friends." El smiled warmly up at her father, who towered over her, and everyone in the van for that matter.

"These friends have names?" Hopper's voice was both teasing and serious. The only prior interaction that Lucas had ever had with Hopper, was about a year back when he came to the school to give an assembly about wilderness safety after some hunters went missing. But back then, he was just another face in the crowd. Now he was standing face to face with the man, and hes be lying if he said he wasn't intimidated. He could only imagine how Mike must be feeling.

El rolled her eyes and pointed at each of the shocked silent boys one by one. "Mike Wheeler, Dustin Henderson, Lucas Sinclair, and Will Byers."

Hopper studied them carefully for a moment, as if deciding if by their names alone if they were safe or not. "Byers? You Joyce's boy?" He finally said looking straight at Will who just nodded weakly. "Hm, tell her I said hello, will ya?"

"Y-yes sir." Will nodded again.

"Well," Hopper started, resting his hand on the roof of the car and leaning dangerously close to Dustin, "I've never met any of you before, so that must mean you don't get yourselves into too much trouble. Just be careful out there, and call me if anything happens."

"Of course, Dad, nothings going to happen though." El rolled her eyes again and Hopper smirked back at her.

"You kids have fun, but not too much fun, you understand me?" Hoppers face was just as disciplinarian as it was amused. The boys just nodded, and the girls clambered inside over the piles of camping gear. Hopper patted the roof of the car and sent them off, and as soon as they turned out of the driveway the group let out a collective sigh.

"El, no offence, but your dad is really scary." Dustin muttered.

"He's a teddy bear, seriously, but he likes to scare people. It's so annoying." El scoffed and sat back against a tower of blankets and bedding. The space in the back of the van was so cramped now that everyone had to wedge themselves into the smallest space possible.

"It's honestly a crack up that he thinks _you_ guys would ever get us into trouble." Max giggled, "If anything, it's the other way around."

"Hey now, we can be troublemakers." Lucas raised his eyebrows at her and she shoved him.

"Oh i'm sure. I'll bet you really raise hell at the science fair."

"Like you wouldn't believe." Lucas voice was sarcastic, but his smile was genuine.

"Okay campers," Dustin grinned in the reflection of the rear view mirror, "So the plan is, we get in early, find a good spot, and then set up camp after work is okay, but before it gets too dark."

"We are thinking that there's a clearing a little ways back in the woods." Mike added, shifting his legs around in the minimal space, wincing as he did so.

"Cool, so like... Are there 40 other people joining us? Or did you guys pack an entire house?" Max asked through a chuckle. Dustin said something upfront, defending the importance of each and every bag and box, but Lucas wasn't listening.

Lucas was just staring. And that would have been fine, if Max hadn't caught his eye, and punched his shoulder. He supposed even that was fine too.

* * *

When they arrived at the fairgrounds, the air was eerily still around them. Not another car in sight, the sun just barely peeking over the tree line, and a low hanging fog covering the ground. The colorful circus tents and towering rides all looked bleak and aged. It almost felt like the set of some cheap horror movie, if it weren't for the giddy conversation as The Party filed out of the van. Dustin had parked as close to the tree line as he could, to make the walk to wherever their campsite was easier, and with the sun rising at their backs they set off into the dense woods.

It was still early enough in the morning that each blade of grass was covered in dew, and the wind that rustled the tree branches above was cold and smelled clean. Will had one of Jonathan's cameras, and spent the walk stopping every now and then to take pictures of the forest, the early season mushrooms growing from trees, and candids of everyone walking. Dustin spent his time pointing out different bird calls and animal sounds, almost more for himself than for the others. El and Mike walked hand in hand, her quietly listening as he talked about stories of camping when they were kids. It was peaceful, it was calm, and Lucas felt a stirring contentment that he often felt in nature, but even more so now. Things just felt _right_.

"What are you thinking about so hard in there?" Max finally asked in a hushed tone. Not quite a whisper, but close enough. Something about the setting made the quietness of her voice make sense. Like the forest was an animal that should not be disturbed.

"Nothing really, i'm just excited for the weekend."

"It should be fun, yeah? Can I tell you a secret?" Max looked around to make sure no one was listening. "I've never been camping before."

"Never!? But I thought you told the best campfire stories." Lucas mocked Max's voice, quoting her, but not at all accurately.

"I do! I've been to bonfires and stuff before, and my dad and I used to roast marshmallows in the backyard all the time, but i've never like, _slept_ outside."

"Well I think you'll love it." Lucas said earnestly. He really thought she would. It was kind of an adventure, maybe a small one, but still a new one. Max struck him as the outdoorsy type.

"Yeah?" Max's voice was closer than it had been before, and Lucas became aware that they had stopped walking. The others were somewhere up ahead, but Lucas didn't notice. _Couldn't_ notice, not even if he tried. "I think you're right."

It didn't take them long at all to find the clearing. It wasn't big, barely even 30ft in any direction, but it was perfect. The sun spilled into it from above the trees, turning the grass and wildflowers golden and orange. The air warmed around them as they stepped out of the tree line, wrapping and hugging, but not enough to be suffocating. There was something about magical about it.

"I think this will do." Mike nodded, an arm slung around El, surveying the space.

"It only took us a few minutes to get here, and if we plan a little, a bet we can make it one trip." Lucas agreed.

"Alright, it's settled then, meet back at the van after close and we will get this party started!" Dustin punctuated his sentence with a clap, and suddenly the day began for real.

* * *

By the time the Party made it back to the parking lot, it was already filling quickly with other tired teens, as well as a few early patrons. The sun had risen enough that the dust filled air of the fairground smelled hot and humid. All around then as they entered the gate, dropping members at their posts as they went, machinery whirred to life, and jingles and bells chimed together in a miss-matched orchestra.

As soon as Mike waved goodbye and stepped up the thin metal ramp of the Tilt-a-whirl, Lucas and Max were glued at the hip. She laced her fingers in his, and he felt just as electrified as the rest of the fair. Awake, bright, sunny.

The morning went on as usual, but the pair never spared a moment to antagonize the other. Lucas had actually gotten really good at throwing crumpled pieces of paper across the midway and into Max's booth. And Max had gotten really good at throwing them back. If anything, their antics had only increased since deciding to be... Well whatever they were now. They hadnt really talked about it, and Lucas felt like maybe they didn't need too. He was happy being 'whatever' with her. At least, for now.

The day picked up around lunch time.

There must have been some sort of global conspiracy, that every single one of Lucas's peers were in on, because the fair was full to the brim with the soon to be Hawkins High Senior class. It reminded him, begrudgingly, of one time in middle school when The Party were the only losers in the entire school to dress up on Halloween. Boy oh boy that was a great day, filled with insults and crumpled up papers being thrown at them in the hallways.

But Lucas wasn't in Middle school anymore, and he wasn't as much of an outcast as he had been back then. He had joined the Baseball team freshman year, and was pretty good at it. He did debate every year, and finally they were at an age were being good in school seemed to matter. Instead of being taunted for getting good grades, people were only mildly jealous. He wasn't exactly _great_ friends with any of the other kids at school, but gone were the days of being at the bottom of the social ladder with only three dorky friends to his name.

So one by one, over the course of the day, his fellow teammates would stop by and they would share in some friendly small talk. Some of them had gone away on cool vacations, some of them had gotten themselves summer jobs in town, but everyone seemed intent on telling him how cool it was that he was working for the fair. To which, he would laugh and shrug, telling them it was mostly just really boring.

Then, of course, he would looked across the way at Max, and realize that this boring little summer job was one of the best damn ideas he had had in a long time.

Not that he would say that, but he could sure as hell think it. (And maybe say it once or twice too.)

And Max had lots of friends stop by too. Max wasn't exactly _popular_ , but she was well known. She was funny and interesting, she played softball every spring, she rode a _skateboard_ to school, and she was one of like 5 new students in all of Lucas's memory during his entire school career.

Her friends were mostly sporty girls who would crack jokes with her, making her throw her head back and laugh (and make her face wrinkle up in the most adorable way ever). There were also some of the more artsy girls, the ones in Poetry Club and the Drama Program who were mostly friends with El, but friendly enough with Max. Probably talking about the fair in an ironic sense, and taking haunted photos of worn wood and burnt out lightbulbs for Instagram.

All day though, Lucas couldn't help but notice that anytime he looked at Max, she was already looking at him. Her face was always turned up in a slight, warm, smile, and every time it made his heart flip flop in his chest. He wondered if she was talking about him, if she was telling her new friends about him. He figured that it didn't really matter either way, but he hoped that she was.

Before he even realized it, Big John came strolling down the Midway, releasing everyone from their posts. Max practically sprinted to him and pulled him by the hand towards the rides.

"We only have time for one thing so we have to make it count!" She chuckled while he tried to keep up. "I'm thinking it's finally time for Screaming Eagle."

And so, to the Screaming Eagle they ran. The ride was, in essence, a swinging pendulum. It hung from large arching beams that were covered in a million flashing rainbow lights. The bottom of the pendulum was a circle of seats, all facing inwards, and all without a place to put your feet, so they just dangled into empty space. You actually had to jump up a bit to sit down. Max tried twice before huffing and climbing up more like a spider monkey instead. Lucas more or less just rose to his tip-toes with a smirk.

"Not fair, this is short discrimination." Max grumbled, smoothing her hair back into a ponytail.

Lucas laughed, and tried to think of some clever response, but the safety rails latched into place, and the massive pendulum started swinging.

It started out slowly, just making small back and forth movements, but each swing earned it more momentum. It didn't take long for the ride to be making wide, sweeping movements above the platform, and even larger concentric circles, putting the seats at 90 degree angles to the ground.

Max had her head thrown back and her arms outstretched, Lucas was laughing and screaming and each time they swung up into the air it felt like he was going to kick the tops of the circus tents below. It was magical and thrilling, and definitely worth the build up they had taken.

After several minutes of vertigo inducing movement, the ride began to slow, the pendulum coming to rest again in the center of the platform, the rainbow lights stalling their strobe effect until the next ride, and everyone was hopping back out of their seats. El and Will were waiting for them just outside the security fence, and together they all walked to wait for the others.

Within minutes they were back at Dustin's van, arguing about the most effective way to take everything back to the campsite.

"I say we just take what's important, and leave the other cramp here! It's not like we are going to need _everything_ tonight." Mike argued, and Lucas nodded in agreement. Sure Mike had made the list, but Dustin had gone more than well over that list.

"But what if we get there and realize we forgot something that _is_ important!" Dustin argued back.

Somewhere from inside the van, Max groaned, hopping back out onto the gravel parking lot. She had her duffel bag slung over her shoulder, and a cooler in the other hand. El emerged from behind her carrying about as many bags as one person should be able too.

"Okay then, how about you just grab everything we don't want to carry?" Max asked with a huff at Dustin. "Sound like a plan? Great! I'm going."

Mike and Lucas both laughed at Dustin who just blinked as Max walked into the woods, flashlight bouncing off the trees.

The others loaded up their arms with as much _important_ supplies as they could, while Dustin wrestled with the rest. There definitely were a few things left behind, but by the time they got to the campsite Dustin was tired enough to finally not worry about it. A win for everyone.

El and Max built the tent (one massive ten person monstrosity that the Mr. Sinclair was incredibly proud of), and made up the beds. Mike and Lucas got to work on building a fire, playfully arguing between themselves as they did so, and Dustin and Will got to work on dinner. Well, mostly Dustin got to work while Will took every chance he could to take pictures. ' _Because even small details deserve to be documented',_ which was probably an excuse he had picked up from Johnathan.

Nighttime quickly settled around them. The sun ducked bellow the horizon, and the woods filled with inky darkness. Off year cicadas echoed off the trees along with crickets and a distant but talkative barn owl.

Everyone was pulled up close to the fire, with blankets on the ground and even _more_ blankets wrapped around them. It was a sizable fire, with plenty of branches and dried leaves to keep it going for a few more hours. Every now and then it would crackle and shift, sending spirals of red embers into the sky, drifting up and eventually disappearing. Will played calm and ambient music in the background on his phone, just enough to fill the silence but not enough to overpower it.

Their conversations were hushed, Mike and El talking quietly between themselves under the blanket they were both wrapped up in, all warm smiles and bashful laughter. Max and Lucas were laid back, their feet propped up against the stones surrounding the fire pit, their eyes fixed on the sky. Max knew a lot of constellations, and Lucas knew most of the rest. Together they practically charted the sky. Will was humming along with the music and sketching something by the fire light. Every now and then a bird, or some other critter would call out into the night, and Dustin would identify it.

They filled up on hotdogs and marshmallows and for a long time it was just peaceful. Calm. Content. Until Max sat up, stretching forward like a cat and smiling slyly at the fire.

"Anybody have any scary stories?"

The group came back to life, circling tighter around the fire and the calmness faded away into the shivering excitement saved only for scary campfire stories.

"I do!" Dustin said through a bite of marshmallow, "So, like, there was this lady right? And she was driving home late at night all by herself-"

"If this is the one where the murderer is in the back seat and the truck driver flashes his lights at her then i'm going to punch you." Will rolled his eyes, reaching over the top of Dustin to bring the bag of marshmallows into his own lap.

"Its not! Its-... Okay yeah it was. But I tell it really well!" Dustin argued. The others just groaned.

"I knew it, you're all a bunch of amateurs." Max rolled her eyes, reaching across Lucas to grab herself a handful of candy from Dustin's hoard. "I have a good one."

The group stilled, leaning in closely and bracing themselves. Lucas felt a premature chill run up his spine from just the look Max was wearing alone.

"So, back in California, I lived in this neighborhood that was totally normal, except for one house at the end of the lane..."

Max went on to tell the story of how one of her friends older brothers went inside, and ghosts and haunts he supposedly saw while he was there. Her timing was good, and her tone was chilling, but the story itself was pretty cheesy all things considered. Still, Lucas caught Will glancing over his shoulder into the dark a few times, and Mike huddling tighter under his blanket as if it were a shield.

"... Well? What do you think?"

"That's it?" Lucas scoffed, earning him a sharp elbow jab to the side.

"What do you mean 'that's it'!? It's terrifying and I lived right down the street from it!"

"Well maybe that's the problem. It's scary to you because you had a personal experience with the place." Mike chimed in, gesturing at her with his smores stick.

"I guess so... Or maybe you guys are just lame and don't know a good scary story when you hear it." Max crossed her arms, earning her a sharp elbow jab in retaliation.

"Mike, you're good at telling stories, do you know any good ones?" El, who was practically wedged underneath him, asked hopefully.

Mike seemed to weight the options, rolling around an idea or two in his head before he nodded.

"Yeah, okay. Um... So, do you guys know about the secret government lab in the woods behind Hawkins?"

"You mean the abandoned electric plant?" Dustin scrunched his face together.

"Well yeah, but that's not really what it was." Mike shook his head, his voice and eyes somber, almost reluctant. "Do you guys remember when I had to do that research paper on MK Ultra?"

"Whats MK Ultra?" El wrinkled her nose.

"Crazy government mind control experiments that they did in like the 70s." Max answered before Mike could.

"Yeah, I remember that paper, what's the point?" Lucas asked. Mike was good at storytelling, but he usually drug it out a bit too long for his liking.

"My _point_ , is that when I was doing research at the library, I found out that Hawkins lab got government donations from the research fund responsible for MK Ultra testing. And you can find newspaper articles that show the man who used to run it, this creepy looking dude name Brenner, with a bunch of kids in hospital gowns. Those kids _lived_ at Hawkins lab."

"Why would an electricity plant have hospital patients?" Will shivered.

"Exactly! They wouldn't. I don't think Hawkins lab did anything with Electricity at all. I think they ran those experiments. There were all sorts of articles about women whose babies got stolen, and they tried to sue Brenner. There was one woman in particular, her name was Terry Ives..."

Mike went on to tell a story that was not only terrifying, but heart wrenching. About a baby girl who was kidnapped, about how Terry was convinced that her child had mind control powers. About Brenner, and how much the town in the early 80's hated and feared him. About some sort of explosion that happened, killing everyone in the lab including Brenner and a little girl who fit the description Terry had given of her daughter. Mike elaborated, a perfect example of someone who had spent years cultivating DnD stories in his basement, about the girl. How she opened a rift between worlds, about how monsters of unimaginable power came through this gate, and killed everyone. And how the girl had to sacrifice herself to save the town.

It was thrilling, and when it was over you could have heard a pin drop. It was almost like the entire forest hushed itself to listen to the story.

"Damn..." Lucas breathed, his eyebrows arching high on his forehead as he leaned back.

"Thats... horrible." Max whispered.

"Mike, you _have_ to write that story down. That could be a book! I have chills." El shook her head, rubbing her arms to settle the goosebumps that had formed there.

"And the scariest part is that it's all true... Like the lab and everything I mean. Thats crazy." Will stared daggers into the fire, far off in contemplation.

"I think we know who wins the campfire story award." Dustin tossed a marshmallow at Mike who chuckled and stretched himself out.

"Glad I could be of service. I think i'm going to head to bed though, we still have an early day tomorrow." Mike did a half-hearted two finger salute and walked back to the tent, El at his heels.

A few minutes later Will followed them, rubbing his eyes. Dustin went for a few smores after that. Before long, it was just Lucas and Max and the glowing red remnants of a dying fire.

"Are you ready to tuck in?" Lucas asked after a long yawn. Max hummed in response, and he turned to look at her, and instantly his heart melted.

She was leaning back on her elbows, her head lulling heavily against her neck, looking up at the night sky. The low red light danced across her skin, making her look glowy and warm. Lucas's heart sped up in his chest and suddenly he wanted, no _needed_ to hold her.

He laid back against the blanket that was still spread underneath them, and patted his chest. Max smiled and snuggled herself against his side, her head resting just under his chin. He was sure that she would be able to hear how _loud_ and quickly his heart was beating but he didnt care. He was so content, so comfortable. It felt like she belonged there.

They weren't exactly a 'touchy' sort of couple (or whatever they were), but the few moments over the last week that they had shared together, like this, were some of the best.

"Maybe we should just stay out here." Max sighed, wedging herself impossibly closer.

"Yeah, we can do that. May as well go all out for your first time camping." Lucas swallowed hard. It had been a really long time since he had truly camped 'under the stars'.

"Its nice."

"Camping?"

"Well that too, but I meant this. This is nice."

Max wasn't often soft. Her words were usually layered thick in sarcasm, sometimes even weaponized. Lucas figured there was some reason for that, but it never really bothered him anyway. But when she _was_ soft, in the rare moments of just sincerity, he almost felt himself falling in love with her. It was a thought that scared him, and not one he would ever voice out loud (at least not yet), but he felt it. Growing underneath the skin.

"The stars are so pretty." She sighed again, voice full of wonder, so quietly that only he would be able to hear.

"They didn't have stars in California?" Lucas asked smugly. She swatted his rib cage where her hand was resting.

"Not in the city. The lights dull them out. But this... The sky looks huge."

"Do you miss it? California I mean?"

"Sometimes." She said after a pause, "I miss the ocean. I miss things staying open past 9." Another long pause. "I miss my dad."

"Oh... I didn't know I-"

"No, no it's okay. It's been a long time, and we talk on the phone and stuff. I just dont think its something you ever get used to."

Lucas did not respond, he didn't think he needed too. Anything he could have said would have been something she had probably heard a hundred times before. In all honesty, her pain was one he couldn't understand. His parents loved each other, and they always had. He wanted to ask a million questions, but he figured he would have plenty of time to ask them. Slowly, one by one, over the course of however long it took her to be comfortable with answering.

They stayed that way for a long time. Just holding each other, listening, watching, waiting. The cicadas buzzing, the crickets chirping, the barn owl hooting.

"Max?"

"Hmm?" Her voice sounded sleepy and far away.

"Can I kiss you?"

And she didn't respond, he didn't think she needed too. Instead she sat up, and somewhere in the middle their lips met, and that was all that mattered. Lucas hoped that Max had enjoyed her first camping trip, but he was certain that it was the best one he had ever been on.


End file.
